KEY MANAGERIAL PERSONNEL AUDITORS BANKERS

Transcription

Dr. Subhash Chandra Mr. Jawahar Lal Goel Mr. Ashok Kurien Mr. Bhagwan Dass Narang Mr. Arun Duggal Mr. Eric Louis Zinterhofer Mr. Lakshmi Chand Dr. Rashmi Aggarwal Mr. Mintoo Bhandari Mr. Utsav Baijal Non-Executive Chairman
Managing Director
Non-Executive Director
Independent Director
Non-Executive Nominee Director
Alternate Director to Mintoo Bhandari
KEY MANAGERIAL PERSONNEL
AUDITORS
Mr. Jawahar Lal Goel - Managing Director
Mr. R. C. Venkateish - Chief Executive Officer
Mr. Rajeev K Dalmia - Chief Financial Officer
Mr. Ranjit Singh
- Company Secretary
Walker Chandiok & Co. LLP - Statutory Auditors
Pro Advisory India LLP - Internal Auditor
Mr. Jayant Gupta - Secretarial Auditor
BANKERS
SHARE REGISTRAR
ICICI Bank Standard Chartered Bank
State Bank of India Yes Bank
IDBI Bank
Kotak Mahindra Bank
Axis Bank
Sharepro Services (India) Pvt. Ltd.
Unit: Dish TV India Limited
13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road, Sakinaka,
Andheri (East), Mumbai - 400 072
Tel: +91-22-6772 0300/400
Fax: +91-22-2859 1568/2850-8927
REGISTERED OFFICE CORPORATE OFFICE
Essel House, B–10, Lawrence Road Industrial Area,
Delhi - 110 035, India
Tel: +91-11-27156040/41/43 Fax: +91-11-27156042
FC-19, Sector 16 A, Film City,
Noida - 201 301, UP, India
Tel: +91-120-2467005/2467000
Fax: +91-120-4357078
Website: www.dishtv.in
E-Mail: [email protected]
CIN: L51909DL1988PLC101836
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3
Index
Annual General Meeting Notice..................................................................................................05
Directors’ Report.........................................................................................................................21
Annexure to Directors’ Report ...................................................................................................31
Report on Corporate Governance ..............................................................................................50
Shareholders’ Information .........................................................................................................71
Certification on Financial Statements .......................................................................................78
Management Discussion and Analysis ......................................................................................79
Independent Auditors’ Report ....................................................................................................87
Standalone Financial Statements ..............................................................................................92
Standalone Cash Flow Statements............................................................................................94
Consolidated Financial Statements..........................................................................................135
Proxy Form and Attendance Slip .............................................................................................181
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DISH TV INDIA LIMITED
Regd. Office: Essel House, B-10, Lawrence Road Industrial Area, Delhi - 110 035
Corporate Office: FC-19, Sector-16A, Noida, U.P. - 201 301
Tel No.: 0120-2467005/2467000, Fax No.: 0120-4357078
Website: www.dishtv.in, E-mail: [email protected], CIN: L51909DL1988PLC101836
NOTICE
Notice is hereby given that the 27th (Twenty Seventh) Annual General Meeting of the Members of Dish TV India
Limited will be held on Tuesday, the 29th day of September, 2015, at 11:30 A.M. at Dr. Sarvepalli Radhakrishnan
Auditorium, Kendriya Vidyalaya No. 2, A.P.S Colony, Delhi Cantt, New Delhi – 110 010 to transact the following
businesses:
ORDINARY BUSINESS:
1.To receive, consider and adopt the Audited Financial Statements of the Company - on a standalone and
consolidated basis, for the Financial Year ended March 31, 2015 including the Balance Sheet as at March
31, 2015, the Statement of Profit & Loss for the financial year ended on that date, and the Reports of the
Auditors’ and Board of Directors’ thereon.
2.To appoint a Director in place of Mr. Ashok Mathai Kurien (DIN-00034035), who retires by rotation and being
eligible, offers himself for re-appointment.
3.To ratify the appointment of Auditors’ of the Company, and to fix their remuneration and to pass the
following resolution as an ordinary resolution thereof:
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any,
of the Companies Act, 2013 and the rules made thereunder including any statutory modification or reenactment thereof, for the time being in force and pursuant to the recommendations of the Audit Committee
of the Board of Directors of the Company, and pursuant to the resolution passed by the members at the
Annual General Meeting of the Company held on September 29, 2014, the appointment of M/s Walker
Chandiok & Co LLP, Chartered Accountants, New Delhi, (Firm Registration No. 001076N/N500013) as the
Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the
calendar year 2017 be and is hereby ratified at such remuneration as may be recommended by the Audit
Committee and mutually agreed between the Board of Directors of the Company and the Auditors.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things as
may be considered necessary, proper or expedient in order to give effect to the above resolution.”
SPECIAL BUSINESS:
4.
Appointment of Dr. Rashmi Aggarwal (DIN-07181938) as an Independent Director of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and all other applicable provisions of
the Companies Act, 2013 (‘Act’) and the rules made thereunder read with Schedule IV of the Act (including
any statutory modification(s) or re-enactment thereof for the time being in force), Clause 49 of the Listing
Agreement and pursuant to the recommendation of the Nomination and Remuneration Committee,
Dr. Rashmi Aggarwal (DIN-07181938), who was appointed as an Additional Director (in the capacity of
an Independent Director) of the Company by the Board of Directors with effect from May 26, 2015 and
who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Act and
in respect of whom the Company has received a notice in writing along with the deposit of prescribed
amount under Section 160 of the Act from a member proposing her candidature for the office of Director,
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be and is hereby appointed as an Independent Director of the Company, whose office shall not be subject
to retirement by rotation, to hold office for a term of 3 (three) consecutive years from the conclusion of the
27th Annual General Meeting upto the conclusion of the 30th Annual General Meeting of the Company to
be held in the calendar year 2018.”
5.
Re-Appointment of Mr. Jawahar Lal Goel (DIN-00076462) as the Managing Director of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to provisions of Sections 196, 197, 198, 203 read with Schedule V and other
applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the rules made thereunder (including
any statutory modification or re-enactment thereof for the time being in force) and based on the
recommendation of Nomination and Remuneration Committee and in accordance with Article 100 of the
Articles of Association of the Company and subject to such other approval(s) as may be required including
approval of the Central Government, consent of the members be and is hereby accorded to the reappointment of Mr. Jawahar Lal Goel, as Managing Director of the Company for a period of 3 years effective
from January 6, 2016 on the terms and conditions including remuneration as set out in the Explanatory
statement annexed to the Notice convening this Annual General Meeting.
RESOLVED FURTHER THAT, subject to necessary permissions / approvals, the Board of Directors of the
Company be and is hereby authorised to fix, vary, reduce or amend the remuneration and other terms of
his re-appointment from time to time, as it may deem expedient or necessary during the tenure of his
appointment or as may be prescribed by the authorities giving such sanction or approval.
RESOLVED FURTHER THAT the aggregate remuneration shall not exceed the limits provided in Section
197 of the Act and that the consent of the members be and is hereby accorded pursuant to Schedule V
and other applicable provisions of the Act, if any, and subject to such approvals as may be necessary,
including Central Government approval, that where in any Financial Year during the currency of tenure
of Mr. Jawahar Lal Goel as Managing Director, the Company has no profits or its profits are inadequate,
the Company shall pay to Mr. Jawahar Lal Goel, Managing Director, remuneration by way of salary and
perquisites approved herein supra, as minimum remuneration.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”,
which term shall be deemed to include any Committee thereof which the Board may have constituted or
hereinafter constitute to exercise its powers including the powers conferred by this resolution) be and
is hereby authorized to do and perform or cause to be done all such acts, deeds, matters and things, as
may be required or deemed necessary or incidental thereto, and to settle and finalize all issues that may
arise in this regard, without further referring to the Members of the Company, including without limitation
finalizing and executing any agreement, deeds and such other documents as may be necessary and to
delegate all or any of the powers vested or conferred herein to any Director(s) or Officer(s) of the Company
as may be required to give effect to the above resolutions.”
6.Revision in terms of Appointment including remuneration of Mr. Gaurav Goel, Executive Vice PresidentBusiness Development and Strategy
Resolution:
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“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (‘Act’) read with
Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the
Act and the rules made thereunder (including any statutory modification or re-enactment thereof for the
time being in force) and based on the recommendation of Nomination and Remuneration Committee,
consent of the members of the Company be and is hereby accorded to revise the terms and conditions
of appointment of Mr. Gaurav Goel, relative of Dr. Subhash Chandra, Chairman of the Company and Mr.
Jawahar Lal Goel, Managing Director, of the Company, by promoting him to the position of ‘President –
Business Development and Strategy’ in the Company with effect from November 1, 2015 on the terms
and conditions including remuneration as set out in the Explanatory statement annexed to the Notice
convening this Annual General Meeting.
RESOLVED FURTHER THAT Mr. Gaurav Goel shall also be eligible for all other benefits including medical
benefits, group medical insurance, gratuity, leave encashment, promotion, incentive / performance linked
bonus and other benefits as per the policy of the Company, applicable to other employees of the Company
under similar cadre/grade, but such benefits shall exclude Stock Options under the ESOP Scheme of the
Company.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”,
which term shall be deemed to include any Committee thereof which the Board may have constituted or
hereinafter constitute to exercise its powers including the powers conferred by this resolution) be and
is hereby authorized to do and perform or cause to be done all such acts, deeds, matters and things, as
may be required or deemed necessary or incidental thereto, and to settle and finalize all issues that may
arise in this regard, without further referring to the Members of the Company, including without limitation
finalizing and executing any agreement, deeds and such other documents as may be necessary and to
delegate all or any of the powers vested or conferred herein to any Director(s) or Officer(s) of the Company
as may be required to give effect to the above resolutions.”
7.Adoption of newly substituted Articles of Association of the Company containing regulations in line with the
Companies Act, 2013
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the
Companies Act, 2013 (including any amendment thereto or re-enactment thereof, for the time being in
force), the new Articles, as contained in the draft Articles of Association submitted to this meeting be and
are hereby approved and adopted in substitution, and to the entire exclusion of the regulations contained
in the existing Articles of Association of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (which
term shall deemed to include any committee thereof) be and is hereby authorized to do all such acts,
deeds, matters and things as may in its absolute discretion deem necessary, proper or expedient to give
effect to this resolution.”
By order of the Board
Ranjit Singh
Company Secretary &
Compliance Officer
Membership No. A15442
Place: Noida
Date: 28 July, 2015
Registered Office:
Essel House, B-10,
Lawrence Road Industrial Area,
Delhi - 110 035
CIN: L51909DL1988PLC101836
Web: www.dishtv.in
E-mail: [email protected]
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NOTES:
1.Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out the details
relating to the Special Business to be transacted at Annual General Meeting is annexed hereto.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/
2.
PROXIES TO ATTEND AND VOTE ON A POLL ON HIS/HER BEHALF. A proxy need not be a Member of
the Company. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the
aggregate not more than ten percent 10% (ten percent) of the total share capital of the Company carrying
voting rights. Any Member holding more than 10% of the total Equity share capital of the Company may
appoint a single person as proxy and in such a case, the said person shall not act as proxy for any other
person or shareholder.
3.The Instrument appointing the proxy, in order to be effective, must be received at the Registered Office of
the Company not less than 48 hours before the commencement of the Annual General Meeting. A Proxy
Form is annexed to this Annual Report.
4.During the period beginning 24 hours before the time fixed for the commencement of the Annual General
Meeting and ending with the conclusion of the meeting, a Member would be entitled to inspect the proxies
lodged at any time during the business hours of the Company, provided that not less than three days of
notice in writing is given to the Company.
5.Members / Proxies should bring the duly filled Attendance Slip enclosed herewith to attend the Annual
General Meeting.
6.The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section
170 of the Companies Act, 2013, will be available for inspection by the Members at the Annual General
Meeting.
7.The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189
of the Companies Act, 2013, will be available for inspection by the Members at the Annual General Meeting.
8.As required under Clause 49 of the Listing Agreement, relevant information in respect of Directors
recommended by the Board for appointment/re-appointment at the Annual General Meeting forms part of
the ‘Report on Corporate Governance’ in the Annual Report.
In connection with the appointment of Dr. Rashmi Aggarwal as an Independent Director, the Board of
Directors has reviewed the declarations made by her confirming that she meets the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013 and the Board is of the opinion that Dr. Rashmi
Aggarwal fulfills the conditions specified in the Act and the rules made there under and is independent of
the management of the Company.
9.Corporate Members intending to send their authorized representative to attend the meeting are requested
to send at the Registered Office of the Company, a duly certified copy of the Board Resolution, pursuant to
Section 113 of the Companies Act, 2013, authorizing their representatives to attend and vote on their behalf
at the Annual General Meeting.
10.The Register of Members and Share Transfer Books will remain closed from Wednesday, September 23,
2015 to Tuesday, September 29, 2015 (both days inclusive). The book closure dates have been fixed in
consultation with the Stock Exchanges.
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11.Electronic copy of the Annual Report for Financial Year 2014-15 along with Notice of the 27th Annual General
Meeting of the Company (including Attendance Slip and Proxy Form) is being sent to all the members whose
E-mail IDs are registered with the Registrar / Depository Participants for communication. For members
who have not registered their email address, physical copies of the Annual Report for the financial year
2014-15 is being sent. The Annual Report may also be accessed on the website of the Company viz.
www.dishtv.in
12.
All documents referred to in the Notice will be available for inspection at the Company’s Registered Office
on all working days, except Saturdays between 2 P.M. to 4 P.M. upto the date of the Annual General Meeting.
13.The Securities Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in electronic form are,
therefore requested to submit PAN with their Depository Participants with whom they are maintaining
their demat accounts. It has also been made mandatory for the transferee to furnish a copy of PAN to the
Company / Company’s Registrar and Share Transfer Agent for their registration of transfers and securities
market transactions and off- market / private transactions involving transfer of shares of listed Companies
in physical form. Accordingly, members holding shares in physical mode should attach a copy of their PAN
Card for every transfer request sent to the Company / Company’s Registrar and Share Transfer Agent.
14.In case of joint holders attending the Annual General Meeting, only such joint holder who is higher in the
order of name and attending the meeting, will be entitled to vote.
15.Members are requested to bring their copy of the Annual Report to the Annual General Meeting.
16.Members who are holding Company’s shares in dematerialized form are required to bring details of their
Depository Account Number for identification.
17.Members desirous of obtaining any information / clarification concerning the Financial Statements for the
financial year ended March 31, 2015 of the Company, may send their queries in writing atleast seven days
before the Annual General Meeting to the Company Secretary at the Registered Office of the Company or
at E-Mail Id : [email protected]
18.Members are requested to notify immediately about any change in their address / e-mail address /
bank details to their Depository Participants (DP) in respect of their shareholding in Demat mode and in
respect of their physical shareholding to the Company’s Registrar and Share Transfer Agent - Sharepro
Services (India) Pvt. Ltd., Unit: Dish TV India Limited, 13AB, Samhita Warehousing Complex, Second Floor,
Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai-400 072.
Shareholders holding Equity Shares of the Company in physical form may register their e-mail address
with the Registrar and Share transfer agent of the Company to receive all communications by the Company
including Annual Report and Notice of Meeting(s) by e-mail, by sending appropriate communication on
[email protected]
19.The Certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the
Company is being implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and in accordance with the resolutions passed by the members
of the Company, will be available at the Annual General Meeting.
20.The route map to the venue of the meeting is provided at the back of the Attendance slip and forms part of
the Notice calling the Annual General Meeting.
21.Members who hold shares in physical form in multiple folios in identical names or joint accounts in the
same order of names are requested to send share certificates to the Company for consolidation into a
single folio.
22.In all correspondences with the Company, members are requested to quote their account / folio numbers and
in case their shares are held in the dematerialized form, they must quote their DP I.D. and Client I.D. No(s).
23.Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file
nomination in the prescribed Form SH-13 with the Company’s Registrar and Transfer Agent. In respect of
shares held in electronic / demat form, the nomination form may be filed with the respective Depository
Participant.
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24. Guidelines for attending the ensuing Annual General Meeting of the Company:
a)Entry to the Auditorium/Hall will be strictly against entry coupon available at the counters at the
venue and against the exchange of duly filled in, signed and valid Attendance Slip.
b)
Any briefcase/bags/eatables or other articles are not allowed inside the Auditorium/Hall.
c)
Member(s) are requested to bring the copy of the Annual Report to the meeting.
25.E-Voting
In compliance with Section 108 of the Companies Act, 2013 and Companies (Management and Administration)
Rules, 2014 and Clause 35B of the Listing Agreement, the Company is pleased to offer e-voting facility
to the Members of the Company to exercise their right to vote at 27th Annual General Meeting (AGM) by
electronic means in respect of the resolutions contained in this notice. The facility of casting votes by a
member using an electronic voting system (remote e-voting) from a place other than venue of the AGM
will be provided by National Securities Depository Limited (NSDL) for all the businesses as detailed in the
notice. e-voting is optional and a member may physically vote at the Annual General Meeting at his/her
discretion.
a)The remote e-voting period for all items of business contained in this notice shall commence from
Friday the 25th day of September 2015 at 9.00 a.m. and will end on Monday the 28th day of September
2015 at 5.00 p.m. During this period equity shareholders of the Company holding shares either in
physical or in dematerialized form as on cut-off date i.e September 22, 2015, may cast their vote
electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on
a resolution is cast by any Member, he/she shall not be allowed to change it subsequently.
b)The facility for voting by way of Ballot/Poll paper shall also be made available at the venue of the
meeting and members attending the meeting who have not already cast their vote by remote e-voting
shall be able to exercise their right at the meeting.
c)The Members who have cast their vote by remote e-voting prior to the meeting may also attend the
meeting but shall not be entitled to cast their vote again.
d)The voting rights of Members either by way of remote e-voting prior to the meeting or by way of Ballot/
Poll paper at the meeting shall be in proportion to their equity shareholding in the paid up equity
share capital of the Company as on Cut-off date of September 22, 2015.
e)At the Annual General Meeting the Chairman of the meeting shall after discussions on all the
resolutions on which voting is to be held, allow voting by use of Ballot/Poll Paper by all those members
who are present at the Annual General Meeting but have not cast their votes by availing the remote
e-voting facility.
f)The Board of Directors have appointed Mr. Jayant Gupta, Practising Company Secretary, as the
Scrutinizer for conducting the e-voting process in fair and transparent manner.
g)
h)The e-voting facility will be available during the following voting period after which the portal will be
blocked and shall not be available for e-voting.
Members are requested to carefully read the instructions for e-voting before casting their vote.
Commencement of E-Voting
End of E-Voting
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Friday, September 25, 2015 (From 9:00 AM)
Monday, September 28, 2015 (Upto 5:00 PM)
i)The Scrutinizer shall, after the conclusion of voting at the general meeting, will first count the votes
cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence
of at least two witnesses not in the employment of the Company and shall make, not later than three
days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour
or against, if any, to the Chairman, who shall countersign the same and declare the result of the voting
forthwith.
j)The results declared along with the Scrutiniser’s report shall be placed on the website of the
Company viz. www.dishtv.in and shall also be communicated to the Stock Exchanges. The resolutions,
if approved, shall be deemed to be passed on the date of AGM.
The procedure and instructions for E-voting are as under:
A.Members whose shareholding is in dematerialised form and whose e-mail addresses are registered
with the Company/Depository Participant(s) will receive an e-mail from NSDL informing the User-ID and
Password:
i.Open email and open PDF file viz; “DISHTV e-voting.pdf” with your Client ID or Folio Number as
password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note
that the password is an initial password.
ii.
iii. Click on Shareholder – Login
iv.
v.Password change menu appears. Change the password/PIN with new password of your choice with
minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended
not to share your password with any other person and take utmost care to keep your password
confidential.
vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
vii. Select “EVEN” of “Dish TV India Limited”.
viii. Now you are ready for remote e-voting as Cast Vote page opens.
ix.
Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
x.
Upon confirmation, the message “Vote cast successfully” will be displayed.
xi. Once you have voted on the resolution, you will not be allowed to modify your vote.
xii.Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested
specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer
through e-mail at [email protected] with a copy marked to [email protected] and [email protected]
Launch internet browser by typing the following URL: https://www.evoting.nsdl.com
Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
B.For Members holding shares in dematerialised form whose email IDs are not registered with the Company/
Depository Participants and Members holding shares in physical form as well as those Members who have
requested for a physical copy of the Notice and Annual Report, the following instructions may be noted:
i.
Initial password is provided in the Attendance Slip for the AGM, as below:
EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN
ii.
Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.
C.Any person, who acquires equity shares of the Company and become member of the Company after dispatch
of the notice and holding shares as of the cut-off date i.e. September 22, 2015, he / she may obtain the login
ID and password by sending a request by e-mail at [email protected] or [email protected]
or [email protected]
However, if you are already registered with NSDL for remote e-voting then you can use your existing
user ID and password for casting your vote. If you forgot your password, you can reset your password by
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using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the
following toll free no.: 1800-222-990.
D.In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote
e-voting user manual for Members available at downloads section of www.evoting.nsdl.com or call on toll
free no.: 1800-222-990.
Contact Details
Dish TV India Limited
Corporate Office: FC–19, Sector 16A, Noida – 201 301, U.P.
Registrar & Transfer Agent Sharepro Services (I) Private Limited
Unit: Dish TV India Limited
13AB, Samhita Warehousing Complex
2nd Floor, Saki Naka Telephone Exchange Lane
Off. Andheri-Kurla Road, Sakinaka, Andheri (E)
Mumbai – 400 072
Tel. No. 022–6772 0300/6772 0400/2851 1872
E-voting Agency
National Securities Depository Limited
Email: [email protected] / [email protected]
Scrutinizer
Mr. Jayant Gupta,
Practicing Company Secretary
Company
E.You can also update your mobile number and e-mail id in the user profile details of the folio which may be
used for sending future communication(s).
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
Item No. 4
Based on the recommendation of the Nomination and Remuneration Committee of the Board and after reviewing
confirmation of independence received, the Board of Directors of the Company at their meeting held on May
26, 2015, had appointed Dr. Rashmi Aggarwal (DIN-07181938) as an Additional Director of the Company, in the
category of Independent Director with effect from May 26, 2015. Pursuant to Section 161 (1) of the Companies
Act, 2013, Dr. Rashmi Aggarwal holds office till the conclusion of this Annual General Meeting. Appropriate
notice and deposit of One Lakh Rupees has been received from a member proposing candidature of Dr. Rashmi
Aggarwal as an Independent Director of the Company pursuant to Section 160 of the Companies Act, 2013.
In the opinion of the Board, Dr. Rashmi Aggarwal is proposed to be appointed as an Independent Director
of the Company for a period of 3 (three) consecutive years with effect from the conclusion of the 27th Annual
General Meeting upto the conclusion of the 30th Annual General Meeting of the Company to be held in the
calendar year 2018, whose appointment shall not be liable to retire by rotation. Dr. Rashmi Aggarwal fulfils the
conditions specified under Section 149(6) and Schedule IV of the Companies Act, 2013 and is Independent of the
management.
Brief Profile and other details of Dr. Rashmi Aggarwal forms part of the Corporate Governance Report.
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Dr. Rashmi Aggarwal is not disqualified from being appointed as Director in terms of Section 164 of the
Companies Act, 2013 and has given her consent to act as Director of the Company. The Company has also
received declaration(s) from Dr. Aggarwal that she meets with the criteria of Independence as prescribed under
Section 149 of the Act.
The Board of Directors are of the opinion that Dr. Aggarwal possess requisite experience for providing an
independent judgment to the Board and fulfill the conditions for appointment as Independent Director in terms
of Section 149 of the Act and Clause 49 of the Listing Agreement. The Board considers that her association would
be of immense benefit to the Company and it is desirable to continue to have Dr. Aggarwal as an Independent
Director on the Board of the Company.
Your Board recommends the Ordinary Resolution as set out in Item No. 4 for your approval.
None of the Directors and/or Key Managerial Personnel of the Company or their relatives, except Dr. Rashmi
Aggarwal (whose appointment is proposed in this resolution) are in any way concerned or interested in the resolution.
All documents referred to in the above item will be available for inspection at the Company’s Registered Office
on all working days, except Saturdays between 2 PM to 4 PM upto the date of the Annual General Meeting.
Item No. 5
Mr. Jawahar Lal Goel was appointed as the Managing Director of the Company for a period of 3 years effective
from January 6, 2007. Further, Mr. Goel was re-appointed as the Managing Director of the Company for a
further period of three years effective from January 6, 2010. Thereafter Mr. Goel was again re-appointed as the
Managing Director of the Company for a further period of three years effective from January 6, 2013 and the said
present appointment would expire on January 5, 2016.
Mr. Goel is a Prime architect in establishing India’s first and most modern and advanced technological
infrastructure for the implementation of Direct to Home (DTH) services. He has been the leader in pioneering
the DTH services in India and instrumental in establishing Dish TV as a prominent brand and established
player. During Mr. Goel’s tenure the Company has made commendable progress in all spheres of its business
operations. The performance of the Company has been improving on year on year basis under the leadership
of Mr. Goel. The following achievements of the Company over a period of last 5 years under the stewardship of
Mr. Goel are:
•
ross subscriber numbers increased from 6.9 Million in March 2010 to 19.3 Million in March 2015,
G
witnessing a growth of 180%;
•
Revenue increased from ` 1,090.12 crores in March 2010 to ` 2,836.3 crores in March 2015, representing a
growth of 160%;
•
ARPU increased from ` 138 in March 2010 to ` 179 in March 2015, representing a growth of 30% and
•
EBIDTA increased from ` 95.52 crores in March 2010 to ` 735.4 crores in March 2015, witnessing a growth
of 670%.
Mr. Goel has been instrumental in the continuous growth of the Company on all operating and financial
parameters including turning the Company into profitable, is instrumental which makes the Company the first
Direct to Home (DTH) operator of the Country to come into profits.
In view of Mr. Goel’s rich experience, dynamism and contribution towards the growth of the Company, the Board
of Directors of the Company is of the view that the Company should continue to avail the services of Mr. Goel
and accordingly your Board has, subject to your approval and Central Government approval, at its meeting held
on May 26, 2015 has approved the re-appointment of Mr. Jawahar Lal Goel as the Managing Director of the
Company for a further period of three years with effect from January 6, 2016, at a remuneration approved by the
Nomination and Remuneration Committee at its meeting held on May 26, 2015.
The information / statements pertaining to the terms and conditions of the re-appointment of Mr. Goel including
remuneration thereof and information / statements pursuant to Paragraph (B) of Section II of Part II of Schedule
V of the Companies Act, 2013 are given hereunder:
13
I.
GENERAL INFORMATION:
a)
ature of Industry: The Company is engaged in providing Direct-to-Home (‘DTH’) service comprising
N
of distribution of satellite based television signals, constituting Channels, pursuant to a DTH license
issued by the Ministry of Information & Broadcasting, Government of India (MIB). The Company is also
into the business of providing Teleport Services to the broadcasters of various channels.
b)
Date of Commencement of Service: October 2, 2003
c)
Financial Performance: For Financial Year 2014-15 Total Revenue
EBITDA
Profit Before taxes
Profit After taxes
Basic / Diluted EPS (In `)
Total Assets
Shares Outstanding (No.)
Financial Performance:
Income from Operations
DTH Revenue
Teleport Revenue
Sales
Operating Margin (PBT + Interest)
Net Margin after taxes
Balance Sheet:
Current Ratio
ROCE (PBIT/Effective Capital Employed)
Per Share Data (Annualized)
Revenue Per Share
Basic / Diluted EPS
283,632
79,015
101
101
0.01
315,703
1,065,571,585
278,164
275,564
2,098
502
17,639
101
0.23
(0.29)
In `
26.63
0.01
d)Export Performance and net foreign exchange collaboration: The Foreign exchange earning (accrual
basis) of the Company is as below:
(` In Lakhs)
Particulars
Interest income
Bandwidth charges
Subscription income
Others
14
(` In Lakhs)
For the year ended
March 31, 2015
1,303
881
14,722
108
e)
Foreign investments or collaborators: Investment in Company’s subsidiary Dish T V Lanka (Private)
Limited – ` 2.94 lakhs
II.
INFORMATION ABOUT APPOINTEE:
a.Background details: Mr. Goel presently aged 61 years, at the beginning of his career, ventured into a
trade of Agro Commodities at a young age of 16 years in 1970 in which he made considerable progress.
Thereafter, with the advent of Private Media Participation in India, he played one of the most vital role
in conceptualizing & establishing Siti Cable Network Ltd. (a Multi System Operator) - one of the largest
cable distribution network of various TV channels in India in 1994. Mr. Goel is actively involved in creation
and expansion of Essel Group of Industries. Mr. Goel is a Prime architect in establishing India’s first and
most modern and advanced technological infrastructure for the implementation of Direct to Home (DTH)
services. He has been the leader in pioneering the DTH services in India and instrumental in establishing
Dish TV as a prominent brand and established player. During Mr. Goel’s tenure the Company has made
commendable progress in all spheres of its business operations. The performance of the Company has
been improving on year on year basis under the leadership of Mr. Goel.
b.Past Remuneration: The Ministry of Corporate Affairs, Government of India, vide its approval letter
no. B56516156/2/2012-CL.VII dated December 5, 2012 approved the payment of remuneration of ` 90
Lakhs per annum to Mr. Jawahar Lal Goel for the re-appointed term i.e from January 6, 2013 to
January 5, 2016. The Company has been paying the approved remuneration to Mr. Goel.
c.Recognition or awards: Mr. Goel is a past President of Indian Broadcasting Foundation (IBF) which
takes up various issues relating to Broadcasting industry at various forums. He is active member on
the Board of various committees and task force, set up by Ministry of Information & Broadcasting,
Govt. of India (MIB) which takes care of several critical matters relating to the industry.
d.Job Profile and its suitability: Mr. Goel is a technocrat having around 45 years of diversified experience
including in the Entertainment Industry. In view of his rich experience, dynamism and recognition,
the Board of Directors of the Company feels that Mr. Goel would be the most competent person
to continue as the Managing Director of the Company. Mr. Goel brings along with him unparalleled
industry insight, exemplary managerial capability and high domain expertise which will continue to
help the Company achieve its desired objectives and will continue to take progressive strides for the
progress of the Company as well as the DTH industry. Mr. Goel has been the prime architect and
instrumental in the continuous growth of the Company on all operating and financial parameters
including turning the Company into profitable, is instrumental which makes the Company the first
Direct to Home operator of the Country to come into profits.
e.Tenure: Re-appointment for a period of 3 years with effect from January 6, 2016.
f.Remuneration Proposed: The Nomination and Remuneration Committee consisting of four nonexecutive Directors, after elaborate discussion, have approved the overall remuneration of ` 390
Lakhs, payable to Mr. Goel, as per details below:
•
asic Salary: ` 15,35,040/- per month. The annual increment, if any, will be on merit based and
B
subject to necessary approvals.
•
House Rent Allowance of ` 767,520/-per month;
•
Personal Allowance of ` 699,152/-per month;
•
Medical Reimbursement of ` 15,000/-per annum;
•
Leave Travel Allowance of ` 100,000/-per annum;
•
Car related expenses of ` 52,000/-per month;
•
Provision of Telephone at residence of ` 2,500/- per month;
•
ompany’s Contribution to Provident Fund as per the rules of the Company, Gratuity, leave and
C
such other perquisites and allowances in accordance with the rules of the Company or as may
be agreed to between the Board of Directors of the Company and Mr. Goel;
Perquisites shall be evaluated as per Income Tax Rules, wherever applicable, in the absence of any
such rules, perquisites shall be evaluated at actual cost.
15
g.
Other Terms and Conditions:
a)In the event of absence or inadequacy of profits in any financial year during the tenure, salary and
perquisites subject to the limits stipulated under Schedule V read with Section 196 and 197 of the
Companies Act, 2013 and as approved by the members and Central Government, are payable.
b)Reimbursement of entertainment expenses and mobile expenses actually and properly incurred
in the course of business of the Company shall be allowed.
c)No sitting fees shall be paid for attending the meetings of the Board of Directors or Committees
thereof.
d)
Mr. Goel shall not be eligible for Stock Options.
e)
The terms of re-appointment shall not be subject to retirement by rotation.
f)All other existing terms and conditions shall remain valid for the period of proposed re-appointment.
h.
Nature of Duties:
The Managing Director shall devote his whole time and attention to the business of the Company
and perform such duties as may be entrusted to him by the Board from time to time and separately
communicated to him and exercise such powers as may be assigned to him, subject to the
superintendence, control and directions of the Board in connection with and in the best interests of
the Company and subsidiaries.
i.Comparative Remuneration profile with respect to industry, size of the Company, profile of the
position and person:
Currently there are only six players apart from the Company, operating into this business of DTH
(Direct – to – Home). The DTH business has a long gestation period and is highly capital intensive in
nature requiring large out-flows of funds. Therefore the Company requires strong and exceptionally
proven and experienced managerial personnel to monitor and successfully manage the interest of
the Company. Considering Mr. Goel’s experience and the contributions to the Company’s business and
keeping in view the similar or higher levels of remuneration in India at these levels, the remuneration
proposed is moderate in comparison to the remuneration packages of similar senior level personnel
in other similar Companies in the Industry. Dish TV continues to be the biggest DTH operator in terms
of the registered subscriber numbers. Dish TV, being a listed entity, has a market capitalization of
approx. ` 1,205,789.27 Lakhs.
j.Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial
personnel, if any:
Mr. Goel has no other pecuniary relationship with the Company or with the managerial personnel,
except the remuneration being paid to him as Managing Director of the Company.
16
k.
easons of loss or inadequate profit: The Company continues to acquire customers and incur
R
subsidy on all such acquisitions. Moreover, the continuous spend on brand building, marketing,
infrastructure, customer support service, sales and distribution infrastructure etc., will continue to
benefit the Company in coming years. Fixed cost pertaining to salary, administration and transponder
charges continues to create heavy toll on the finances of the Company. Recent competition has also
led to margin pressure and sub-optimal pricing of the product. All the above have been resulting into
losses to the Company in the past year. Despite the above still being true, the Company, under the
able leadership of Mr. Goel took many steps including controlling the cost which has resulted into the
Company becoming the first DTH company to report profits.
l.Steps taken or proposed to be taken for improvement: Your Company was the first Company
among the six DTH players to achieve EBITDA positive position and report profit for the first time
in the financial year ending March 31, 2015. Your Company undertook several initiatives including
launching High Definition Service, creation of large number of service franchisees, synchronization of
2 satellites to enable the subscribers to receive services from both the satellites simultaneously and
over all control of the market dynamics. Several steps taken to contain the cost across all the heads
of expenses and augmentation of revenue by movie on demand and other value added services has
led to higher income and such efforts will continue in the years to come.
m.Expected increase in productivity and profits in measurable terms: Under the stewardship of Mr.
Goel the Company has continuously witnessed growth on all operating and financial parameters
including making the Company, the first Direct to Home operator of the Country to come into profits.
The company expects to continue with the performance level it has achieved in the previous year.
During the period of last 5 years, the revenue of the Company has increased 160 % and the Company
expects to continue with the same performance level.
n.Number of Meeting attended: Out of the total nine Board meetings held in the Financial Year ended
March 31, 2015, Mr. Goel has physically attended eight meetings.
o.Other Directorship, Membership / Chairmanship of Committees of other Boards: Apart from the
Company, Mr. Goel holds directorship in three other public companies.
p.Shareholding held in the Company: Mr. Goel holds 176,800 fully paid equity shares in the Company as
on March 31, 2015, constituting 0.02 % of the Share Capital.
r. Jawahar Lal Goel, Managing Director and Dr. Subhash Chandra, Non-Executive Director and Chairman
M
of the Board are related and hence interested. Apart from the above, no other Director or Key Managerial
Personnel or their relatives are in any way concerned or interested in the aforesaid Resolution.
his explanatory statement may also be read and treated as disclosure in compliance with the requirements of
T
Section 190 of the Companies Act, 2013
The Board of Directors recommends the resolution for your approval as a Special Resolution.
ll documents referred to in the above item will be available for inspection at the Company’s Registered Office
A
for inspection on all working days, except Saturdays between 2 PM to 4 PM upto the date of the Annual General
Meeting.
Item No. 6
The Members of the Company at its Annual General Meeting held on August 30, 2011 approved the appointment
of Mr. Gaurav Goel as ‘Zonal Head – Delhi Zone’ with effect from October 1, 2011. The said appointment was duly
approved by the Ministry of Corporate Affairs, Government of India vide its letter no. B20150504/4/ 2011-CLVII dated December 26, 2011 pursuant to provisions of Section 314(1B) of the Companies Act, 1956 read with
Director’s Relatives (Office or Place of Profit) Rules, 2011.
Mr. Gaurav Goel is a Bachelor of Science in Business Administration from University of Denver and has rich
experience in the media industry. As a ‘Zonal Head – Delhi Zone’, Mr. Goel streamlined the sales and service
function for the Delhi Zone and his continued efforts showed tremendous improvements in the Zone. Mr. Gaurav
Goel had provided direction in terms of marketability, customer retention, enriched services and overall raising
the bar of performance across all parameters, falling under his domain. The Company has realized immense
benefit in terms of revenue enhancement, customer satisfaction and maintaining its market share despite stiff
competition.
Considering his performance Mr. Gaurav Goel was promoted as ‘Executive Vice President – Business Development
and Strategy with effect from November 1, 2012’. The Ministry of Corporate Affairs, Government of India duly
approved the said appointment vide its letter no. B56597925/2/ 2012-CL-VII dated December 14, 2012 for a period
of 3 years with remuneration as (a) ` 35.64 Lakhs from November 1, 2012 to October 31, 2013 (b) ` 39.20 Lakhs
from November 1, 2013 to October 31, 2014 and (c) ` 43.12 Lakhs from November 1, 2014 to October 31, 2015.
17
Since his appointment as ‘Executive Vice President – Business Development and Strategy’ was covered under
the erstwhile provisions of Section 314 of the Companies Act, 1956, necessary approvals of the members of the
Company and Central Government were obtained for his appointment and payment of remuneration.
Mr. Gaurav Goel, as Executive Vice President – Business Development and Strategy has been contributing
immensely towards the growth and performance of the Company. He has been instrumental in finalizing the
Business strategies which has given the required traction to the Company. The Board of Directors of the Company,
upon appraisal and consideration of the performance of Mr. Goel, is of the view that the role and responsibility
of Mr. Gaurav Goel should be expanded so as to better utilize his capabilities. Accordingly your Board has,
subject to your approval, at its meeting held on May 26, 2015 has approved the modification in the terms and
conditions of appointment of Mr. Gaurav Goel, by promoting him as ‘President – Business Development and
Strategy’ with effect from November 1, 2015, for a period of three years. The said modification in the terms and
conditions of appointment by way of promotion, including remuneration thereof, has also been duly approved by
the Nomination and Remuneration Committee at its meeting held on May 26, 2015.
During his current tenure as ‘Executive Vice President – Business Development and Strategy’, Mr. Goel has
assisted the Chief Executive Officer of the Company in various facets of operations under his elevated role. He
has been deeply involved with Marketing, Sales, Service, Call Center and CRM function of the Company. Further,
he is also guiding the HR function of the Company to develop the talent pool in the organization. Mr. Goel has
also brought in the focus of the Company towards new and emerging media horizon, giving the added push and
advantage to the Company.
The Company is continuously on lookout for personnel particularly in the area of emerging domain, Industry
Practices and pro-activeness and Mr. Gaurav Goel, with his performance and experience with the Company, clearly
emerges as a suitable candidate both in terms of qualification as well as experience for the said proposed position.
Brief of the proposed modification in the terms and conditions of appointment of Mr. Gaurav Goel is as under:
a.
Effective date of modification: November 1, 2015.
b.
Effective Period: From November 1, 2015 upto a period of three years i.e upto October 31, 2018. The
employment may be terminated by either party by giving two month’s notice.
c.
Position: President – Business Development and Strategy.
d.
Location: The appointee shall be located at Head Office of the Company.
e.The total remuneration payable to Mr. Gaurav Goel shall be ` 100 Lakhs per annum (Rupees One Hundred
Lakhs). The Board of Directors of the Company (which term shall mean and include Committees of the
Board) may, from time to time, consider any merit based annual increment of Mr. Goel, not exceeding
25% of remuneration per annum, promotion, payment of incentive / performance linked bonus and other
benefits, as applicable to other employees in similar grade, over and above these limits.
f.
Basic Salary: The Basic Salary of Mr. Gaurav Goel shall be ` 3,65,440/- per month
g.
Perquisites, Allowances and other benefits: In addition to the Basic salary, Mr. Goel shall also be entitled
to the following Perquisites, Allowances and other benefits:
18
•
House Rent Allowance of ` 1,82,720/- per month;
•
Personal Allowance of ` 147,037/- per month;
•
Medical Reimbursement of ` 1,250/- per month;
•
eave Travel Allowance of ` 8,333/- per month, Car related expenses of ` 47,000/- per month, Car
L
allowance of ` 25,000/- per month, Client Expense Reimbursement of ` 10,000/- per month, Children
Education Allowance of ` 200/- per month, Reimbursement of residential telephone expenses upto
` 2,500/- per month and Reimbursement of actual mobile telephone expenses used for official
purposes, personal accident & medical insurance, and such other perquisites and allowances in
accordance with policy of the Company applicable to employees in similar Grade, with the authority to
the Board of Directors to determine any merit based increase from time to time;
•
Company’s contribution to Provident Fund, Gratuity and Leave Encashment as per the policy of the
Company; and
•
Annual
incentive/performance linked bonus, if any, and promotions based on the performance criteria
as approved by the Board.
Mr. Gaurav Goel is related to the Chairman and Managing Director of the Company and hence the revision in
the terms and conditions of appointment of Mr. Gaurav Goel, by promoting him as “Executive Vice President –
Business Development and Strategy” would amount to holding of Office or Place of Profit under the provisions
of Section 188(1)(f) of Companies Act, 2013 and shall require prior approval of members of the Company.
Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3)(i) of Companies (Meetings of Board and its
Powers) Rules, 2014 as amended, provides that related party’s appointment to any office or place of profit in
the Company carrying monthly remuneration exceeding ` 250,000/- shall be subject to approval by the Board of
Directors of the Company and prior approval of the Members of the Company by special resolution.
Members are requested to consider and approve appointment of Mr. Gaurav Goel as ‘President – Business
Development and Strategy’ of the Company u/s 188(1)(f) of the Companies Act, 2013, effective from November
1, 2015 on the terms and conditions and remuneration hereinabove.
None of the Directors and Key Managerial Personnel of the Company or their relatives except Dr. Subhash
Chandra, Chairman and Mr. Jawahar Lal Goel, Managing Director being relatives of Mr. Gaurav Goel, are
concerned or interested in the said resolution.
The Board of Directors recommends the resolution for your approval as a Special Resolution.
for inspection on all working days, except Saturdays between 2 PM to 4 PM upto the date of the Annual General
Meeting.
Item No. 7
The Articles of Association of the Company, as currently in force, was originally adopted when the Company was
incorporated under the Companies Act, 1956 and further amendments were adopted pursuant to the provisions
under the Companies Act, 1956, from time to time, over the past several years.
The members are aware that the Company had entered into Subscription Agreement dated November 29, 2009
(“Subscription Agreement”) pursuant to which the Company had issued 11,70,35,000 fully paid equity shares in
the form of Global Depository Receipt with One GDR representing One thousand equity shares to Apollo India
Private Equity II (Mauritius) Ltd (“Apollo”). Under Clause 5.19 of the said Agreement, certain rights were granted
to Apollo including Right to appoint Nominee Director on the Board of Dish TV, Right to appoint representative
on the budget committee and pre-emptive rights as long as Apollo continues to hold at least 5% of outstanding
Shares (including Shares represented by GDRs) of the Company on a fully diluted and converted basis or
55% of the Sale GDRs. Accordingly, certain amendments were incorporated in the Articles of Association of
the Company for providing rights to Apollo, which included amendment in Article 1 (Addition of definition of
‘Apollo’, ‘Apollo Affiliate’, ‘Budget Committee’ and ‘GDRs’, Article 80 (providing specific Right to Apollo to appoint
Alternate Director) and Article 100A (detailed rights of Apollo).
Apollo vide its disclosure dated April 15, 2015, has intimated the Company that out of total voting rights of
117,035,000 (10.98%) (represented by 32,000,000 shares and 85,035 GDRs), Apollo has on April 10, 2015, sold
32,000,000 (3%) shares and thereby reducing its voting percentage to 7.98%. Further, Apollo vide its disclosure
dated June 25, 2015, has intimated the Company that out of total voting rights of 85,035,000 (7.98%) (represented
by 85,035,000 shares), Apollo has on June 19, 2015, sold 46,911,765 (4.40%) shares and thereby reducing
its voting percentage to 3.58%. In view of the reduction in the shareholding position of Apollo below 5%, the
Company has the right to amend the Articles of the Association by removing the Articles which were added in
terms of the above mentioned Subscription Agreement. Accordingly, the Articles of Association of the Company
require alteration by deletion of Article 1 and Article 100A and amendment of Article 80.
19
In view of the above mentioned shareholding change and considering the notification of substantive sections of
the Companies Act, 2013, the Board of Directors at its meeting held on July 28, 2015 approved the amendment
of the existing Articles of Association in order to provide for deletion / amendment of Article 1, Article 100A and
Article 80, and to align it with the provisions of Companies Act, 2013 including the Rules framed thereunder and
adoption of specific sections from Table “F” to Schedule I to the Companies Act, 2013 which sets out the model
articles of association for a company limited by shares.
Shareholder’s attention is invited to certain salient provisions in the new draft Articles of Association of the
Company which include:
a)Provisions relating to e-voting, quorum, demand for poll have been brought in line with the Companies Act, 2013.
b)the statutory provisions of the Companies Act, 2013, which permit a company to do some acts “if so
authorized by its articles” or provisions which require a company to do acts in a prescribed manner “unless
the articles otherwise provide” have been specifically included so as to allow the Company maximum
flexibility in its operations;
c)the Articles of Association now facilitate the appointment of the same person as Chairperson as well as the
Managing Director / Chief Executive Officer of the Company in terms of Section 203 of the Companies Act, 2013;
d)the nominee(s) of a deceased sole member are recognized as having title to the deceased’s interest in the
shares;
e)new provisions regarding application of funds from reserve accounts when amounts in reserve accounts
are to be capitalized;
f)the statutory provisions of the Act which permit a company to do some acts “if so authorized by its articles”
or provisions which require a company to do acts in a prescribed manner “unless the articles otherwise
provide” have been specifically included; and
g)Some of the provisions of the existing Articles of Association which are already part of the rules made under
the Companies Act, 2013 have not been reproduced in the new draft Articles of Association as they would only
lead to duplication and would warrant repeated alteration as and when the rules are changed/amended.
The proposed new draft Articles of Association is being uploaded on the Company’s website for perusal by the
shareholders.
Your Board recommends the Special Resolution as set out in Item No. 7 for your approval.
None of the Directors and/or Key Managerial Personnel of the Company or their relatives, except Mr. Mintoo
Bhandari (Nominee Director on behalf of Apollo) and Mr. Utsav Baijal (Alternate Director to Mr. Mintoo Bhandari)
are in any way concerned or interested in the resolution.
on all working days, except Saturdays between 2 PM to 4 PM upto the date of the Annual General Meeting.
By order of the Board
Place: Noida
Date: 28 July, 2015
20
Registered Office:
Essel House, B-10,
Lawrence Road Industrial Area,
Delhi - 110 035
CIN: L51909DL1988PLC101836
Web: www.dishtv.in
Ranjit Singh
Company Secretary &
Compliance Officer
Directors’ Report
BUSINESS OVERVIEW
To the Members,
Your Directors are pleased to present the 27 (Twenty
Seventh) Annual Report and the Audited Financial
Statements of the Company for the Financial Year
ended March 31, 2015.
th
FINANCIAL RESULTS
The Financial Performance (Standalone) of your
Company for the Financial Year ended March 31, 2015
is summarized below:
(` In Lakhs)
Particulars
Sales & Services
Other Income
Total Income
Total Expenses
Profit/(Loss) before Tax &
Prior Period Item
Prior Period Item
Profit/(Loss) before Tax
Provision for Taxation (net)
Profit/(Loss) after Tax
Profit/(Loss) for the Year
Add: Balance brought
forward
Adjustment for
depreciation
Amount available for
appropriations
Balance Carried Forward
Year ended
March 31, 2015
278,164
5,468
283,632
283,531
101
- 101
101
101
(197,225)
Year ended
March 31, 2014
250,898
6,602
257,500
261,284
(3,784)
(11,637)
(15,421)
(15,421)
(15,421)
(181,804)
(738)
-
(197,862)
(197,225)
(197,862)
(197,225)
There have been no material changes and
commitments that have occurred after close of the
financial year till the date of this report, which affect
the consolidated financial position of the Company.
DIVIDEND
The Board takes the pleasure to report that your
Company becomes the first Indian Direct To Home
(‘DTH’) operator to have profits in a financial year. With
sustained focus on the business, your Company has
reported a profit of ` 101.45 Lacs during the financial
year under review. However, with a view to conserve
the resources for future business requirements and
expansion plans, your Directors are of view that
the current year’s profits be ploughed back into the
operations and hence no dividend is recommended
for the year under review.
The Financial Year 2014-15 has been a year of
outstanding performance for Dish TV. By executing
clear and consistent strategies, the company has
delivered strong operational growth and excellent
financials - making it the first DTH Brand to turn
profitable. The year under review witnessed increase
in all folds including gross revenue, gross subscriber
base, EBITDA and ARPU and Net Profit.
Dish TV offers a wide array of multi-brand and
multi product portfolio to suit the needs of different
consumer segments. It has been a conscious effort of
your Company to lead on the content front for both HD
and SD channels. Continuing to lead the category with
largest bouquet of 43 HD channels, dishtruHD+ has
taken the HD TV viewing experience to the next level
whilst also building a high-ARPU base of HD users
that helps in retention too. Evaluating the increase
in trend on the usage of recording, Dish TV now only
offers recorder ready set-top boxes which allows
Indian consumers to taste the power of pause/play
and other recording features. With the up-gradation
of customers from Standard Definition (SD) to High
Definition (HD) and uptake from new launches,
the Company expects to see an increasing trend in
the ARPU. The introduction of long term offers on
recharges, will aid retention. Amongst several initiatives taken this year, the big
success story is attributed to Zing Digital. With the launch
of ZING, Dish TV forayed into a regionally customized
DTH service which provides an opportunity to maximize
its foothold as DAS rolls out further into phases 3 and
4, covering small towns and rural markets. Zing digital
is now present in West Bengal, Tripura & 3 districts of
Assam, Orissa, Maharashtra, Andhra Pradesh, Tamil
Nadu and Kerala. Thinking ahead of the curve, Dish TV
created an entirely new offering for consumers whose
needs are largely regionally driven content and shop
for pocket friendly subscription alternates. ZING brand
is positioned comfortably between the DTH offering of
Doordarshan on the one hand and pay DTH brands on
the other, offering customized regional content at value
for money prices. Understanding the target group was
the key in introducing Zing Digital. The consumer in
this segment has a high propensity intake for regional
content and their purchase behavior, therefore, too is
driven by an offering of maximum regional & relevant
content rather than the entire bouquet of content which
turns out to be an expensive proposition for them.
21
With launch of the Direct to Home services in Sri Lanka
by Dish T V Lanka (Private) Limited, subsidiary of your
Company, the brand - Dish TV has now become a
multi-national brand. This is a case in point having the
most exhaustive distribution network plan charted for
the region and the next stepping stone for the brand.
Being the pioneer, the effort of Dish TV has always
been to make entertainment accessible in the most
convenient of ways to the consumers. A few examples
of such offerings are - DishOnline, stemming from
high penetration of smart phones and internet,
the Indian consumer today is spending increasing
time on alternate screens like the laptop, tablet
& smartphone, away from the conventional TV
viewing. Understanding the new dynamics of evolving
consumer trends of multi-screen behavior, this
product provides LIVE TV, on-demand movies, catchup TV & Video shows at the press of a button on the app.
Introducing value added services (VAS) like Anandam
and Music Active, enticing today’s consumer who
wants more from his TV entertainment. Music Active
service fulfills the need of music-lovers by providing
music across 10 genres 24X7. Do It Yourself services
empower the consumer to take complete control of
his entertainment needs, whether it’s about online
recharge, adding a channel, tracking account details,
activating a service and much more; via easy modes
like Missed Call, SMS and Online.
With the increase in number of “more than one
TV households”, the focus lies on expanding the
subscriber base with multi TV connections. Multi TV
connections empower the consumer to enjoy their
entertainment on their second TV set at less than half
the pack price versus their subscription on the first
TV. Initiatives like these have consistently made Dish
TV, India’s Most Trusted Brand for the consecutive
3 years in a row. To take it further, this year Dish TV
made inroads at the international level as a brand by
winning 3 awards at the most prestigious advertising
awards festival, Cannes Lions.
22
During the year under review, your Company continued
to engage subscribers by providing wholesome
entertainment experience through relevant content, on
demand services and the door step service & support.
The positive effect of the steps taken by the Company
coupled with the continuous efforts to control the costs
yielded positive results in all fronts of the business.
It also provided an edge over competition and the
benefit of such service infrastructure will yield benefit
in coming years. Your Company continued to play the
role of the leader of the industry with bringing new
and innovative products and services into the category
and setting benchmarks for others to follow. Dish TV
has built and continues to sustain abundant capacity,
beaming from 2 different satellites, offering the largest
bouquet of content. All this packaged at consumer
friendly tiers that suit diverse consumer needs for
content across different genres and languages.
Growth would be supreme and so will be the revenues
making Dish TV surely a brand to reckon with as we
strive to enhance consumers TV viewing experience.
SUBSIDIARY OPERATIONS
Subsidiary in Sri Lanka
Your Company, upon the approval of Board of
Directors, incorporated a Joint Venture (‘JV’) Company
with Satnet (Private) Limited, a Company incorporated
under the Laws of Sri Lanka, in the name and style of
‘Dish T V Lanka (Private) Limited’ for providing Direct
to Home Services in Sri Lanka, on April 25, 2012 with a
paid-up share capital of 1 million Sri Lankan Rupees.
Your Company holds 70% of the paid-up share capital
and Satnet (Private) Limited holds 30% of the paidup share capital. Dish T V Lanka (Private) Limited
has received the requisite licenses and permissions
from regulatory authorities and has commenced its
commercial operations. The Company has also been
registered as a Board of Investment (‘BOI’) approved
Company in Sri Lanka. The registration with BOI
grants various benefits to the company including duty
free imports of the equipment and set top box for one
year, tax holiday of 7 years etc.
Subsidiary in India
Your Company, upon the approval of Board of
Directors and the Members of the Company, acquired
the entire share capital of Xingmedia Distribution
Private Limited (’Xingmedia’) on March 24, 2014. Upon
requisite approvals, the name of Xingmedia has been
changed to ‘Dish Infra Services Private Limited’ (‘Dish
Infra’). Post approval of Members of the Company
by way of Special Resolution passed by Postal
Ballot, the entire non-core business of the Company
(undertaking pertaining to the provision of infra
support services to the subscribers for facilitating
the DTH services including the instruments which
are required for receiving DTH signals such as set
top boxes(STB), dish antenna, Low Noise Boxes (LNB)
and other customer related services including call
centre services and repairs) has been transferred to
Dish Infra with effect from April 1, 2015. Dish Infra has
commenced its commercial operations (including call
center and back end support service to the Company)
in the first quarter of the Financial Year 2015-16.
the Company in trading the shares. The Company has
paid the annual listing fee for the Financial Year 201516 to the said Stock Exchanges.
Upon nomination by the Company, an Independent
Director of the Board has been appointed as an
Independent Director on the Board of Dish Infra
(Company’s material non-listed Indian Subsidiary) in
compliance with the provisions of the listing agreement.
DEPOSITORIES
Audited Accounts of Subsidiary Companies
The Company has prepared the Audited Consolidated
Financial Statements in compliance with applicable
Accounting Standards and the Listing Agreement
that forms part of this Annual Report. The Statement
pursuant to Section 129(3) of Companies Act,
2013, and Rule 5 of Companies (Accounts) Rules,
2014 highlighting the summary of the financial
performance of the subsidiaries is annexed to this
Report. The Audited Financial Statements and
related information of the Subsidiaries will be made
available to any member, upon request, and shall
also be open for inspection at the Registered Office
of the Company.
As required under the Accounting Standard AS-21 –
‘Consolidated Financial Statements’, issued by the
Institute of Chartered Accountants of India (‘ICAI’)
and applicable provisions of the Listing Agreement
with the Stock Exchange(s), the Audited Consolidated
Financial Statements of the Company reflecting the
Consolidation of the Accounts of its subsidiaries to
the extent of equity holding in these Companies are
included in this Annual Report.
During the year the Board of Directors has formulated
a policy for determining Material Subsidiaries. The
Policy is disclosed on the Company’s website and is
accessible at http://www.dishtv.in/Pages/Investor/
Corporate-Governance.aspx
LISTING
Your Company’s fully paid up equity shares continue
to be listed and traded on National Stock Exchange
of India Limited (‘NSE’) and BSE Limited (‘BSE’). Both
these Stock Exchanges have nation-wide terminals
and hence facilitates the shareholders/investors of
The Company also paid the annual listing fee to the
Luxembourg Stock Exchange in respect of its Global
Depository Receipts (‘GDR’).
Your Company has arrangements with National
Securities Depository Limited (‘NSDL) and Central
Depository Services (India) Limited (‘CDSL’), the
Depositories, for facilitating the members to trade
in the fully paid up equity shares of the Company in
Dematerialized form. The Annual Custody fees for
the Financial Year 2015-16 shall be paid to both the
Depositories on receipt of invoices from them.
SHARE CAPITAL
During the year under review, your Company has
allotted 616,820 fully paid equity shares, upon
exercise of Stock Option by the eligible Employees of
the Company, pursuant to the Employee Stock Option
Scheme - 2007 (‘ESOP - 2007’) of the Company and
these shares were duly admitted for trading on the
stock exchanges viz NSE and BSE.
During the Financial Year 2008-09, your Company
had come up with Right Issue of 518,149,592 equity
shares of ` 1 each, issued at ` 22 per share (including
premium of ` 21 per share), payable in three
installments. Upon receipt of valid first and second
call money from the concerned shareholders, during
the year under review, the Company converted 50
equity shares from ` 0.50 each paid up to ` 0.75 each
paid up and 250 equity shares from ` 0.75 each paid
up to ` 1 each fully paid up.
Pursuant to the issue of further equity shares
under ESOP scheme and subsequent to conversion
of partly paid equity shares, the paid up capital of
your Company during the year has increased from
` 1,064,934,215.75 (comprising of 1,064,902,570 fully
paid up equity shares of ` 1 each & 22,193 equity
shares of ` 1 each, paid up ` 0.75 per equity share &
30,002 equity shares of ` 1 each, paid up ` 0.50 per
equity share) to ` 1,065,551,110.75 (comprising of
1,065,519,640 fully paid up equity shares of ` 1 each
& 21,993 equity shares of ` 1 each, paid up ` 0.75 per
equity share & 29,952 equity shares of ` 1 each, paid
up ` 0.50 per equity share)
23
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange
Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines,
1999, as amended from time to time, your Board
had authorized the Nomination and Remuneration
Committee (formerly ‘Remuneration Committee’) to
administer and implement the Company’s Employees
Stock Option Scheme (ESOP – 2007) including deciding
and reviewing the eligibility criteria for grant and /or
issuance of stock options to the eligible Employees /
Independent Directors under the Scheme. The ESOP
Allotment Committee of the Board considers, reviews
and allots equity shares to the eligible Employees /
Independent Directors exercising the stock options
under the Employee Stock Option Scheme (ESOP –
2007) of the Company.
During the period under review, the Nomination and
Remuneration Committee (formerly ‘Remuneration
Committee’) of the Board granted 207,500 stock
options to the eligible Employees as per the ESOP –
2007 of the Company. The Board of Directors, during
the year, allotted 616,820 fully paid equity shares, upon
exercise of the stock options by eligible Employees
under the ESOP – 2007.
The Board at its meeting held on May 28, 2009
approved to make changes in the manner of usage
of right issue proceeds. The utilization of rights issue
proceeds as on March 31, 2015, is as under:
Particulars
Amount
(` In Lakhs)
Repayment of loans
28,421.44
Repayment of loans received after
launch of the Rights Issue
24,300.00
General Corporate Purpose
34,720.40
Acquisition of Consumer Premises
Equipment (CPE)
26,000.00
Right Issue Expenses
Total
544.52
113,986.36
Applicable disclosures relating to Employees Stock
Options as at March 31, 2015, pursuant to Clause
12 (Disclosure in the Directors’ Report) of the SEBI
(Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines, 1999, as
amended from time to time, are set out in the
Annexure to this Report.
The half yearly Monitoring Reports issued by IDBI
Bank Limited, the Monitoring Agency of the Company,
containing deviation from the original proposed
expenditure plan and in accordance with the approved
revised plan was recorded by the Audit Committee and
the Board at their respective meetings and necessary
compliance in this regard had been carried out.
Statutory Auditors’ certificate to the effect that the
ESOP – 2007 Scheme of the Company has been
implemented in accordance with the SEBI Guidelines
and as per the resolution passed by the members of
the Company, as prescribed under Clause 14 of the said
Guidelines, has been obtained and shall be available
for inspection at the Annual General Meeting of the
Company. Copy of the same shall also be available for
inspection at the Registered Office of the Company.
GLOBAL DEPOSITORY RECEIPT
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS
THEREOF
24
The details of utilization of Rights Issue proceeds are
placed before the Audit Committee and the Board on
a quarterly basis. Further, the Company also provides
the details of the utilization of Rights Issue proceeds
to IDBI Bank Limited, the Monitoring Agency of the
Company, on half yearly basis along with Auditors’
Certificate on Utilization and furnishes the Monitoring
Report to the Stock Exchanges.
Out of the total Right Issue size of ` 113,992.91 Lakhs,
the Company has received a sum of ` 113,986.35 Lakhs
towards the share application and call money(s) as at
March 31, 2015.
The Global Depository Receipt (‘GDR’) Offer of the
Company for 117,035 GDRs at a price of US $ 854.50
per GDR, each GDR representing 1,000 fully paid
equity shares of the Company were fully subscribed
by Apollo India Private Equity II (Mauritius) Limited.
The underlying shares against each of the GDRs were
issued in the name of the Depository - Deutsche
Bank Trust Company Americas. As on March 31,
2015, 85,035 GDRs have remained outstanding, the
underlying shares of which forms part of the existing
paid up capital of the Company.
The manner of utilization of GDR proceeds as on
March 31, 2015, is as under:
Particulars
Acquisition of FA including CPE
GDR Issue Expenses
Advance Against Share Application
Money given to erstwhile Subsidiary
Repayment of Bank Loans
Operation Expenses including
interest payment bank charges,
exchange fluctuation
Less: Interest earned-realized
Balance with non-scheduled bank
Total
Amount
(` In Lakhs)
7,669.88
344.63
profits for three consecutive Financial Years, the
annual report on CSR activities as prescribed under
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable.
56.14
755.22
During the year under review, your Company sought
the approval of the Shareholders on the following
matters, vide Postal Ballot Notice dated July 22, 2014
21,819.05
(439.94)
27,570.40
57,775.37
NON CONVERTIBLE DEBENTURES
Your Company had issued and allotted 200 (Two
Hundred Only) Rated, Unlisted, Secured, Redeemable
Non-Convertible Debentures (“NCDs”) of the Face
value of ` 1,00,00,000/-(Rupees One Crores Only) each,
for cash, aggregating to ` 200,00,00,000/-(Rupees Two
Hundred Crores Only) on Private Placement basis on
October 1, 2014. Credit Rating Information Services
of India Limited (CRISIL) has assigned an ‘A-’ rating
which signifies that the debentures are considered
to have adequate degree of safety regarding timely
servicing of financial obligations and carry low credit
risk.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for
the year under review as provided under Clause 49 of
the Listing Agreement with the Stock Exchanges is
separately attached hereto and forms a part of this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the
Companies Act, 2013, your Company has constituted
a Corporate Social Responsibility Committee (CSR
Committee). The CSR Committee comprises of two
Independent Directors and the Managing Director.
The Committee has approved the CSR Policy with
Education, Health Care, Women Empowerment
and Sports as primary focus area. Your Company
shall spend at least 2% of the average net profits of
the Company made during the three immediately
preceding Financial Years in pursuance of its Corporate
Social Responsibility Policy when the Company has
net profits for a period of three consecutive Financial
Years. Since the Company presently does not have
POSTAL BALLOT
•
pecial Resolution under Section 180(1)(c) of
S
Companies Act, 2013 to borrow upto RS. 3,000
crores over and above the paid-up share capital
and free reserves of the Company.
•
pecial Resolution under Section 180(1)(a) of
S
Companies Act, 2013 for creation of Charge/
mortgage on assets of the Company.
•
Special Resolution under Section 42 and
71 of Companies Act, 2013 to offer or invite
subscription of non-convertible debentures on
private placement basis.
•
pecial Resolution under Section 186 of
S
Companies Act, 2013 to authorize the Board of
Directors for making investment/giving any loan
or guarantee/providing security.
The said notice along with Postal Ballot Form and
Business Reply Envelopes were duly sent to the
Shareholders and your Company also offered E-Voting
facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes
electronically, instead of Physical Postal Ballot Form.
The result on the voting conducted through Postal
Ballot process was declared on September 10, 2014.
During the year under review, your Company also
sought the approval of the Shareholders on the
following matters, vide Postal Ballot Notice dated
October 29, 2014.
•
Special Resolution under Section 180(1)(a) of the
Companies Act, 2013 to approve Sale/transfer of
Company’s Non-Core Business (including Settop boxes, Dish antenna and related services ) to
its Wholly owned Subsidiary , as a going concern
basis.
The said notice along with Postal Ballot Form and
Business Reply Envelopes were duly sent to the
Shareholders and your Company also offered E-Voting
facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes
25
electronically, instead of Physical Postal Ballot Form.
The result on the voting conducted through Postal
Ballot process was declared on February 3, 2015.
relating to Risk assessment and minimization; and (c)
formulation, implementation and monitoring of the
risk management plan.
The procedure prescribed under Section 110 of
the Companies Act, 2013 read with the Companies
(Management and Administration) Rules 2014, was
adopted for conducting the Postal Ballot.
The Company is in compliance of all mandatory
requirements regarding Corporate Governance as
stipulated under Clause 49 of the listing agreement
with the stock exchange(s). Certificate issued by the
Statutory Auditors of the Company on compliance of the
conditions of Corporate Governance stipulated in Clause
49 of the Listing Agreement with the stock exchange(s)
forms part of the Corporate Governance Report.
Further, details related to the Postal Ballot procedure
adopted, voting pattern and result thereof have been
provided under the General Meeting Section of ‘Report
on Corporate Governance’.
CORPORATE GOVERNANCE
‘Corporate Governance’ is an ethically driven
business process that is committed to values aimed
at enhancing an organization’s brand and reputation
in order to achieve the objectives of the organization
transparently. This is ensured by taking ethical
business decisions and conducting business with a
commitment to values, while meeting shareholder’s
expectations. Corporate Governance is not just a
destination but a journey to constantly improve
sustainable value creation.
Your Company believes that a sound, transparent,
ethical and responsible Corporate Governance
framework essentially emanates from the intrinsic
will and passion for good governance ingrained in
the organization. Further, Your Company believes
that maintaining the highest standards of Corporate
Governance is imperative in its pursuit of leadership
in the Direct to Home (‘DTH’) business. The Company
continues to focus its resources, strengths and
strategies to achieve its vision of continuing to be the
leader in DTH Industry.
Your Company considers it an inherent responsibility
to disclose timely and accurate information and also
places high emphasis on best business practices and
standards of governance besides strictly complying
with the requirements of Clause 49 of the Listing
Agreement and applicable provisions of Companies
Act, 2013.
26
The Audit Committee of the Board has been vested with
powers and functions relating to Risk Management
which inter alia includes (a) review of risk management
policies and business processes to ensure that the
business processes adopted and transactions entered
into by the Company are designed to identify and
mitigate potential risk; (b) laying down procedures
Your Board has in accordance with the requirements
of Companies Act, 2013 and Clause 49 of the Listing
Agreement has adopted new policies and amended
existing policies such as policy on Related Party
Transaction, Code of Conduct for Directors and Senior
Management, Corporate Social Responsibility Policy
and Whistle Blower and Vigil Mechanism Policy. These
Policies are disclosed on the Company’s website and
is accessible at http://www.dishtv.in/Pages/Investor/
Corporate-Governance.aspx
Board Diversity
As on March 31, 2015, your Board comprises of 8
Directors including 4 Independent Directors. The
Company recognizes and embraces the importance of
a diverse Board in its success. The Board has adopted
the Board Diversity Policy.
Number of Meetings of the Board
The Board met nine times during the Financial
Year, the details of which are given in the Corporate
Governance Report which forms part of this Annual
Report. The intervening gap between any two meetings
was within the period prescribed by the Companies
Act, 2013 and Listing Agreement.
Declaration by Independent Directors
Independent Directors of the Company provide
declarations both at the time of appointment and
annually confirming that they meet the criteria of
independence as prescribed under Companies Act,
2013 and Clause 49 of the Listing Agreement.
Directors
As on March 31, 2015, Your Board comprises of 8
Directors including 4 Independent Directors.
During the year under review, Ms. Asha Swarup was
appointed as an Additional Independent Woman
Director with effect from September 29, 2014 in
compliance with the provisions of revised Clause 49
of Listing Agreement and Companies Act, 2013. Ms.
Asha Swarup resigned as Director of the Company
as at the close of business on March 20, 2015 due to
emerging changes and engagements and difficulty to
travel. Your Board places on record its appreciation for
contributions made by Ms. Asha Swarup during her
tenure as Additional Independent Woman Director.
Your Board has subsequently inducted Dr. Rashmi
Aggarwal as an Additional Independent Director with
effect from May 26, 2015. In terms of Section 161 of the
Companies Act, 2013, Dr. Rashmi Aggarwal shall hold
office up to the date of the ensuing Annual General
meeting. The Company has received a notice in writing
along with requisite deposit pursuant to Section 160
of Companies Act, 2013, proposing appointment of Dr.
Rashmi Aggarwal as Director of the Company. Your
Board has recommended appointment of Dr. Rashmi
Aggarwal as an Independent Director not liable to
retire by rotation for a period of 3 (three) consecutive
years with effect from the conclusion of the 27th
Annual General Meeting.
Mr. Ashok Kurien, Non-Executive Director is liable
to retire by rotation at the ensuing Annual General
Meeting and, being eligible he has offered himself
for re-appointment. Your Board recommends his reappointment.
Key Managerial Personnel
In compliance with the requirements of Section 203
of the Companies Act, 2013, Mr. Jawahar Lal Goel,
Managing Director, Mr. Rajagopal Chakravarthi
Venkateish, Chief Executive Officer, Mr. Rajeev Kumar
Dalmia, Chief Financial Officer and Mr. Ranjit Singh,
Company Secretary of the Company were nominated
as Key Managerial Personnel.
Report. The performances of the members of the
Board, the Board level Committees and the Board
as a whole were evaluated at the meeting of the
Independent Directors and the Board of the Directors
held on March 20, 2015.
Policy on Directors’ appointment and remuneration
In compliance with the requirements of Section
178 of the Companies Act, 2013, the Nomination &
Remuneration Committee of your Board had fixed
various criteria for nominating a person on the Board
which inter alia include desired size and composition
of the Board, age limits, qualification / experience,
areas of expertise and independence of individual.
The Committee had also approved in-principle that
the initial term of an Independent Director shall
not exceed 3 years. Your Company has also adopted
a Nomination, Appointment, Remuneration and
Training Policy, salient features whereof is annexed to
this report.
Familiarisation Programme for Independent Directors
During the year under review, the Board including
all Independent Directors were explained about their
roles, rights and responsibilities in the Company
through detailed presentations on the changes in
backdrop of the Companies Act, 2013 and Listing
Agreement. To familiarize the Directors with strategy,
operations and functions of the Company, the senior
managerial personnel make presentations about
Company’s strategy, operations, product offering,
market, technology, facilities and risk management.
Further, at the time of appointment of an Independent
Director, the Company issues a formal letter of
appointment outlining their duties and responsibilities
as a Director.
Board Evaluation
Committees of the Board
The Nomination & Remuneration Committee and
the Board at their meetings held on March 20, 2015,
approved the Performance evaluation Policy (For
Board, Individual Directors, Chairperson, Committees
of Board) and laid down criteria for performance
evaluation of Directors, Chairperson, Managing
Director, Board Level Committees and Board as a
whole and also the evaluation process for the same.
Currently, the Board has seven standing committees
viz. Audit Committee, Nomination and Remuneration
Committee,
Corporate
Social
Responsibility
Committee, Budget Committee, Finance Committee,
Cost evaluation and rationalization committee and
Stakeholders’ Relationship Committee. The Audit
Committee of the Board comprises of 4 (Four)
members, 3 (three) of whom are Independent
Directors, with Mr. B.D. Narang, Non-Executive
Independent Director, as its Chairman and Mr. Arun
Duggal, Mr. Lakshmi Chand and Mr. Mintoo Bhandari
as the members of the Audit Committee. A detailed
The statement indicating the manner in which formal
annual evaluation of the Directors, the Board and
Board level Committees are given in the Corporate
Governance Report which forms part of this Annual
27
note on the Board and its Committees is provided
under the Report on Corporate Governance section.
Vigil Mechanism
The Board has adopted a Whistle Blower Policy (Vigil
Mechanism) to provide opportunity to Directors/
Employees/Stakeholders of the Company to report
concerns about unethical behavior, actual or
suspected fraud of any Director and/or Employee of
the Company or any violation of the Code of Conduct.
Further during the year under review, no case was
reported under the Vigil Mechanism.
AUDITORS
Statutory Auditors: At the 26th Annual General
Meeting of the Company held on September 29, 2014,
Walker Chandiok & Co. LLP, Chartered Accountants,
Gurgaon, having Registration No 001076N/N-500013
were appointed as the Statutory Auditors of the
Company to hold office till the conclusion of the
29th Annual General Meeting. In terms of the first
proviso to Section 139 of the Companies Act, 2013,
the appointment of the Auditors shall be placed
for ratification at every Annual General Meeting.
Accordingly, the appointment of Walker Chandiok
& Co. LLP, Chartered Accountants, as Statutory
Auditors of the Company, is placed for ratification by
the Shareholders. In this regard, the Company has
received a certificate from the Statutory Auditors to
the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the
Companies Act, 2013.
Secretarial Auditor: During the year, the Board
appointed Mr. Jayant Gupta, Practicing Company
Secretary, proprietor of M/s Jayant Gupta &
Associates, Company Secretaries as the Secretarial
Auditor of the Company for conducting the Secretarial
Audit for the financial year 2014-15. The Secretarial
Audit was carried out in compliance with Section
204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The report of Statutory Auditor and/or Secretarial Auditor
forming part of this Annual report does not contain any
qualification, reservation or adverse remarks.
DISCLOSURES:
i.
28
P
articulars of Loans, guarantees and
investments: Particulars of Loans, guarantees
and investments made by the Company required
under Section 186(4) of the Companies Act, 2013
are contained in Note no. 52 to the Standalone
Financial Statements.
ii.
Borrowings and Debt Servicing: During the
year under review, your Company has met all its
obligations towards repayment of principal and
interest on loans availed.
iii.
Transactions with Related Parties: None of the
transactions with related parties fall under the
scope of Section 188(1) of the Act. All Related
Party Transactions entered during the year
were in Ordinary Course of the Business and on
Arm’s Length basis. No Material Related Party
Transactions, i.e. transactions exceeding ten
percent of the annual consolidated turnover
as per the last audited financial statements,
were entered during the year by your Company.
Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is
not applicable.
iv.
Deposits: Your Company has not accepted any
public deposit under Chapter V of the Companies
Act, 2013.
v.
xtract of Annual Return: The extract of
E
Annual return in form MGT-9 as required under
Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is
annexed to this report.
vi. Sexual Harassment: The Company has zero
tolerance for Sexual Harassment at workplace
and has adopted a Policy on prevention of Sexual
Harassment in line with the provisions of Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redresssal) Act, 2013 and the
Rules made thereunder. There was no complaint
on sexual harassment during the year under
review.
vii. Regulatory Orders: No significant or material
orders were passed by the regulators or courts
or tribunals which impact the going concern
status and Company’s operations in future.
CONSERVATION
OF
ENERGY,
TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
Your Company is in the business of providing Directto- Home (‘DTH’) services. Since the said activity does
not involve any manufacturing activity, most of the
Information required to be provided under Section
134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, are not applicable.
However the information, as applicable, are given
hereunder:
Conservation of Energy:
Your Company, being a service provider, requires
minimal energy consumption and every endeavor is
made to ensure optimal use of energy, avoid wastages
and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers
and business partners, your Company is constantly
active in harnessing and tapping the latest and best
technology in the industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo
during the year are given in Note no. 30, 31 and 32 to
the notes to the Accounts forming part of the Annual
Accounts.
HUMAN RESOURCE MANAGEMENT
Your Company has been successful in attracting best
of the talent from industry and academic institutions
and has been successful in retaining them. We
hire for talent, passion and right attitude through
latest recruitment and selection practices. We have
established our reputation for being a vibrant learning
organization driven by passion. We provides conducive
and healthy climate with values of openness,
enthusiasm, experimentation and collaboration. We
deploy quality HR services to attract, develop, motivate
and retain a diverse workforce with supportive work
environment. The Company is committed to nurturing,
enhancing and retaining talent through superior
learning & Organization Development interventions.
Long term development of human capital and
strategic deployment of retention tools is at the core
of your Company’s strategy. Your Company believes
that committed employees are vital for the sustained
growth of the Company. The Company takes pride in
the commitment, competence and dedication shown
by its employees in all areas of business. Your company
has established policies and procedures to discover
and use the employees’ capabilities and potential to
increase their commitment and contribution to the
overall organization.
The Company has a robust appraisal system based
on MBO (Management by Objectives) philosophy
following a top down approach and open performance
discussions. We encourage meritocracy and reward
excellence in performance. The employees display
highest level of business integrity and ethics in their
business conduct.
PARTICULARS OF EMPLOYEES
As on March 31, 2015, the total numbers of employees
on the records of the Company were 1020. The
information required under Section 197 of the
Companies Act, 2013 (‘Act’) read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, along with statement showing
names and other particulars of the employees drawing
remuneration in excess of the limits prescribed under
the said rules is annexed to this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the
Companies Act, 2013, as amended from time to time,
in relation to the Annual Financial Statements for the
Financial Year 2014-15, your Directors confirm the
following:
a)
The Financial Statements of the Company
comprising of the Balance Sheet as at March
31, 2015 and the Statement of Profit & Loss for
the year ended on that date, have been prepared
on a going concern basis following applicable
accounting standards and that no material
departures have been made from the same;
b)
Accounting policies selected were applied
consistently and the judgments and estimates
related to the financial statements have been
made on a prudent and reasonable basis, so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2015, and, of the profit of
the Company for the year ended on that date;
c)Proper and sufficient care has been taken for
maintenance of adequate accounting records
in accordance with the provisions of the Act,
to safeguard the assets of the Company and
for preventing and detecting fraud and other
irregularities;
d)
Requisite internal financial controls were laid
down and that such financial controls are
adequate and operating effectively; and
e)
Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.
29
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL
SYSTEMS
Your company has an effective internal control and
risk mitigation system, which is constantly assessed
and strengthened with standard operating procedures
and which ensures that all the assets of the Company
are safeguarded and protected against any loss and
that all the transactions are properly authorized and
recorded. The Company has laid down procedures
to inform audit committee and board about the risk
assessment and mitigation procedures, to ensure
that the management controls risk through means
of a properly defined framework. The internal control
systems of your company ensures that all assets
are safeguarded and protected against loss from
unauthorized use or disposition and those transactions
are authorized, recorded and reported correctly.
Your Company has in place adequate internal financial
controls with reference to financial statements.
Based on internal financial control framework and
compliance systems established in the Company, the
work performed by statutory, internal and secretarial
auditors and reviews performed by the management
and/or relevant Audit and other Committees of the
Board, your Board is of the opinion that the Company’s
internal financial controls were adequate and effective
during the financial year 2014-15. During the year,
no reportable material weakness in the design or
operation was observed.
Properly documented policies, guidelines and
procedures are laid down for this purpose. The internal
control system has been designed to ensure that the
financial and other records are reliable for preparing
financial and other statements and for maintaining
accountability of assets.
The Company also has an Audit Committee, presently
comprising of 4 (four) Non-Executive professionally
qualified Directors, who interact with the Statutory
Auditors, Internal Auditors, Cost Auditors and
Auditees in dealing with matters within its terms
of reference. The Committee inter alia deals with
accounting matters, financial reporting and internal
controls which also periodically reviews the Risk
Management Process.
RATINGS
CRISIL, a Credit rating agency, has during the year
under review assigned ‘CRISIL A- / Stable (Assigned)’
rating to the New Banking Facilities of the Company.
30
CARE (Credit Analysis and Research Limited), a
Credit rating agency has revised the rating of Long-
Term Bank Facilities of the Company from ‘CARE
BBB (Triple B)’ to ‘CARE A- (Single A minus)’.
The revision in standalone rating of the Company
factors in comfortable debt coverage metrics (Total
Debt/GCA & Interest coverage ratio), availability of
large unencumbered deposits (cash) to meet any
contingencies and strong parentage.
INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and
harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of the employees
have enabled the Company to remain at the leadership
position in the industry. It has taken various steps to
improve productivity across the organization.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which
relate to Management Discussion and Analysis,
describing the Company’s objectives, projections,
estimates and expectations, may constitute ‘forward
looking statements’ within the meaning of applicable
laws and regulations and actual results might differ.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business
constituents has ensured our success in the past
and will do so in future. Your Directors acknowledge
with sincere gratitude the co-operation and support
extended by the Central and State Governments, the
Ministry of Information and Broadcasting (‘MIB’), the
Department of Telecommunication (‘DOT’), Ministry
of Finance, the Telecom Regulatory Authority of India
(‘TRAI’), the Stock Exchanges - and other stakeholders
including employees, subscribers, vendors, bankers,
investors, service providers as well as other regulatory
and government authorities.
Your Board also takes this opportunity to express its
deep gratitude for the continued co-operation and
support received from its valued stakeholders.
For and on behalf of the Board
Jawahar Lal Goel B D Narang
Managing Director Independent Director
DIN: 00076462
DIN: 00038052
Place: Noida
Date: 4 August 2015
Annexure to Directors’ Report
Statement containing salient features of the financial statement of Subsidiaries/Associate
Companies/Joint Ventures as on March 31, 2015 in Form AOC – I
(Pursuant to first proviso to sub-Section (3) of Section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
(` in Lakhs)
Name of the subsidiary
Dish Infra Services Private Limited
(formerly known as Xingmedia
Distribution Private Limited)
Reporting currency
Dish T V Lanka
(Private) Limited
INR
Sri Lankan Rupees (LKR)
` 11,801
` 4.22
` 643
` (667.10)
Total Assets
` 12,788
` 3219.26
Total Liabilities
` 12,788
` 3219.26
NIL
NIL
Total income is ` 1,227
(interest income)
NIL
Profit before taxation
` 1,175
` 423.10
Provision for taxation
` 422
NIL
Profit after taxation
` 753
` 423.10
NIL
NIL
100%
70%
Share capital
Reserves & surplus
Investments
Turnover
Proposed Dividend
Percentage of Shareholding
Note
•
Dish T V Lanka (Private) Limited is a Company incorporated in Sri Lanka
•
As on March 31, 2015, 1 Sri Lankan Rupee = ` 0.45919
•
The Company does not have any Associate / Joint Venture
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
DIN: 00038052
Place: Noida
Dated: 4 August 2015
31
Disclosure with respect to Employee Stock Option Scheme of the Company as on March 31, 2015
S. Particulars
No.
A
Details of Options Granted and
Exercise Price per option
B
Pricing formula
C
Total number of Options Granted
D
Total number of Options vested
(includes option exercised)
Options exercised
The total number of shares arising as
a result of exercise of options
Total number of options lapsed
Variation of terms of options
E
F
G
H
I
J
K
32
Details
Date of Grant
No. of Options
Granted
Exercise Price/Per
Equity Share
`
75.20*
August 21, 2007
3,073,050
184,500
`
63.25*
April 24, 2008
`
37.55
August 28, 2008
30,000
`
47.65
589,200
May 28, 2009
160,900
`
41.45
October 27, 2009
`
57.90
October 26, 2010
201,250
`
58.95
January 21, 2011
837,050
July 20, 2011
125,000
`
93.20
`
68.10
141,450
July 19, 2012
288,550
`
68.00
May 23,2013
92,100
`
57.10
July 26, 2013
100,800
`
52.90
May 27, 2014
`
55.80
October 29, 2014
42,900
63,800
`
79.35
March 20, 2015
The pricing formula as approved by the Shareholders of the Company,
shall be the “market price” as per the SEBI Guidelines, 1999, as
amended from time to time, i.e., the latest available closing price prior
to the date of grant of option at the Stock Exchange where there is
highest trading volume
5,930,550 (Includes the lapsed options which were added back to the
kitty)
2,447,854 (net options vested)
2,164,190
2,164,190
2,925,620
Pursuant to approval dated August 28, 2008 of Remuneration Committee
of the Board of Directors and Shareholders, the options granted on
August 21, 2007 and April 24, 2008 were re-priced at ` 37.55 per option.
Money realized by exercise of options 96,686,919/Total number of options in force
840,740
Employee wise details of options granted (as on March 31, 2015):
(i) Senior managerial personnel
Name
Designation
No. of Options
No. of Options
Granted
outstanding
R C Venkateish
CEO
563,400
112,680
Rajeev Kumar Dalmia
CFO
171,100
Ranjit Singh
Company Secretary
18,100
Salil Kapoor
COO
142,950
28,590
V K Gupta
COO
97,200
38,880
Anjali Nanda
EVP – Marketing
77,700
Rajesh Sahni
EVP – Customer Service Delivery
96,400
57,840
Virender Kumar Tagra
Sr. VP – Commercial and Supply Chain
41,500
8,300
Gurpreet Singh
Sr. VP - Sales
141,450
141,450
Vineet Suri
VP – Business Process Excellence
45,400
45,400
Ashutosh Mishra
VP – Human Resource
55,600
-
(ii) Any other employee(s) who received a grant in any one year of option amounting to 5% or more of options
granted during the year
L
M
Name
Designation
No. of Options granted
Vineet Suri
VP - Business Process Excellence
45,400
Digbijaya Mahapatra
VP - IT
55,400
Jeetender S. Bhalla
VP - Call Centre Operations
42,900
Shruti Kumar
VP - Advertisement Sales
40,000
Sunil Kumar Dubey
DVP - Human Resource
23,800
(iii) identified employees who were granted options, None
during any year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants
and conversions) of the Company at the time of
grant
Diluted earning per share (EPS) pursuant to Please refer to Note no. 41 to the Standalone
issue of shares on exercise of option calculated Financial Statements of the Company
in accordance with Accounting Standard (AS – 20)
‘Earning per share’
Where the
Company has
calculated
the employee
compensation
cost using
the intrinsic
value of the
stock options,
the difference
between the
employee
compensation
cost so
computed and
the employee
compensation
cost that shall
have been
recognized if
it had used
the fair value
of the options.
The impact of
this difference
on profits and
on EPS of
the Company
shall also be
disclosed.
Date of Grant
21-Aug-07 24- Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12 23-May-13 26-Jul-13 27-May 14 29-Oct-14 20-Mar-15
Expenses
accounted
for during
the period
based on
intrinsic
value of the
options
-
-
-
-
-
Additional
Expense had
the Company
recorded
the ESOP
expense
based on
fair value
of option
(using Black
Scholes
method)
-
-
-
168,105
96,270
-
-
381,416 19,97,537
-
-
377,911
-
-
-
17,87,254 802,173
-
-
-
359,978
175,444
27,515
Impact on
EPS decrease by ` 0.01 per share
profits and
EPS in case
of fair value
method was
employed for
accounting
of ESOP
33
N
O
Weighted
– average
exercise prices
and weighted
– average
fair values
of options,
separately for
options whose
exercise price
either equals
or exceeds or
is less than
the market
price of the
stock (Exercise
Price has been
revised which
is equal to the
market price of
the Stock)
Date of Grant
21-Aug-07 24-Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12 23-May-13 26-Jul-13 27-May 14 29-Oct-14 20-Mar-15
Weighted
– average
exercise price
(Pre repricing) (`)
75.20
63.25
37.55
47.65
41.45
57.90
58.95
93.20
68.10
68.00
57.10
52.90
55.80
79.35
Weighted
– average
exercise price
(Post repricing) (`)
37.55
37.55
37.55
47.65
41.45
57.90
58.95
93.20
68.10
68.00
57.10
52.90
55.80
79.35
Weighted –
average Fair
Value (Pre repricing) (`)
40.45
-
23.87
30.61
26.64
36.57
37.54
55.32
37.92
35.12
30.12
26.71
27.54
37.27
Weighted –
average Fair
Value (Post
re-pricing) (`)
21.49
-
23.87
30.61
26.64
36.57
37.54
55.32
37.92
35.12
30.12
26.71
27.54
37.27
A description of the method and significant assumptions used during the year to estimate the fair value
of options, including the following weighted – average information
Date of Grant
21-Aug-07 24-Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12 23-May-13 26-Jul-13 27-May 14 29-Oct-14 20-Mar-15
8.45%
-
8.48%
6.36%
7.35%
7.89%
8.01%
8.23%
8.06%
7.32%
8.57%
8.63%
8.57%
8.57%
(ii) expected life (yrs.)
(i) risk-free interest rate
5
-
5
5
5
5
5
5
5
5
5
5
5
5
(iii) expected volatility
68.23%
(iv) the price of the underlying
share in the market at the
time of option grant. (`)
(v) expected dividends
75.20*
- 68.23% 73.47% 71.72% 64.89% 63.65% 60.68% 54.32% 48.94% 47.93% 43.76% 42.44% 47.93%
-
37.55
47.65
41.45
57.90
58.95
93.20
68.10
68.00
57.10
52.90
55.80
79.35
The shares issued under stock options shall rank pari-passu, including the right to receive dividend. Expected dividend
payouts to be paid during the life of the option reduce the value of a call option by creating drop in market price of the stock.
Adjustments for known dividend payouts over the life of the option are made to the formulae under Black Scholes method.
However, in the present case, as the life of the option is greater than one year, there is considerable difficulty in estimating
the amount and time of future dividend payouts with certainty. Hence, future dividend payouts have not been incorporated
in the valuation analysis.
* Re-priced at ` 37.55 on August 28, 2008
Jawahar Lal Goel
Managing Director
DIN: 00076462
Place: Noida
34
B. D. Narang
DIN: 00038052
Extract of Remuneration Policy
1.OBJECTIVE
This Policy aims to attract, retain and motivate the Members of the Board of Directors, Key Managerial
Personnel and Senior Management of the Company. Further, the policy lays down the criteria / guiding
principles for compensation package of Directors, Key Managerial Personnel, Senior Management and
other employees of the Company.
The Policy reflects the Company’s objectives for good corporate governance as well as sustained longterm value creation for shareholders.
2.
GUIDING PRINCIPLES
The guiding principle of this Policy is that the remuneration and other terms of engagement / employment
shall be competitive enough to ensure that the Company is in a position to attract, retain and motivate right
kind of human resource(s) for achieving the desired growth set by the Company’s management year on
year thereby creating long-term value for all stakeholders of the Company.
While designing the remuneration package, efforts are to be made to ensure that the remuneration
matches the level in comparable companies, whilst also taking into consideration requisite competencies,
qualifications, industry experience, efforts required and the scope of the work.
Further, the compensation package for Directors, KMPs and other employees are designed based on the
following principles:
a.
Aligning KMP and board remuneration with the longer term interests of the company and its
shareholders.
b.Link to long term strategy and annual business performance of the company on key business drivers
c.
Develop a culture of meritocracy.
d.
Minimise complexity and ensure transparency
e.
Reflective of line expertise, market competitiveness so as to attract the best talent.
The Nomination and Remuneration Committee while considering a remuneration package shall ensure
that it reflects short and long term performance objectives appropriate to the working of the company and
its goals.
The Nomination and Remuneration Committee believes that a successful remuneration policy must ensure
that a significant part of the remuneration package should be linked to the achievement of corporate
performance targets and a strong alignment of interest with stakeholders.
2.1 Remuneration of Executive Members on the Board:
Subject to the recommendation of the Nomination and Remuneration Committee / Board of Directors
and approval by the Members of the Company from time to time, any Executive Member(s) on the
Board shall be paid remuneration which shall comprise of fixed monthly basic salary, perquisites
such as House Rent Allowance or furnished / unfurnished housing accommodation in lieu thereof,
car with or without chauffeur, telephone for office as well as personal use, reimbursement of
medical expenses, leave travel allowance, statutory and non-statutory allowances such as education
allowances, personal allowances, travel allowances, subscription allowances etc.
In respect of any financial year, the overall managerial remuneration payable by the Company
including the remuneration payable to an Executive Director, if any, shall not exceed 11% of net profits
of the Company for that financial year. However, the overall managerial remuneration, where there
are more than one managerial personnel, shall not exceed 10% of the net profit calculated in the
manner provided under the Companies Act, 2013 and Rules framed thereunder, and shall not exceed
5% in case there is only one. The overall remuneration shall be within the limits provided in the Act
and subject to approval of the Central Government, if payment of remuneration is in excess of the
limits provided in the Act.
35
In the event of loss or inadequacy of profit in any financial year during the tenure of services, the
Company shall make payment of remuneration within the applicable limits prescribed under the
Companies Act, 2013 and Rules framed thereunder, as amended from time to time. The remuneration
shall be subject to necessary approvals including the approval of the Central Government, if payment
of remuneration is in excess of the limits provided in the Act.
Executive Members of the Board, if any, other than the Managing Director, shall be employed under
service contracts for a period not exceeding 3 (three) years at a time, on the terms & other conditions
as recommended by the Nomination and Remuneration Committee and approved by the Members of
the Company at the General Meeting(s). The term of appointment of Managing Director shall be fixed
at 3 (three) years and may be re-appointed for such further terms. Executive members of the Board
shall not be eligible to receive any sitting fees for attending any meeting of the Board of Directors or
Committee thereof.
2.2 Remuneration of Non-Executive Members of the Board:
The Non-Executive member(s) of the Board shall be paid sitting fees for attending the meetings of the
Board and / or Committees thereof and reimbursement of expenses for participation in the Board and
other meetings. The Board shall decide the sitting fee payable to the Director which shall be subject
to the limits prescribed under the applicable laws. Independent Director(s) of the Company shall not
be entitled to any stock option of the Company. The performance of the non-executive members of the
Board shall be reviewed by the Board on an annual basis.
2.3
Remuneration of Executive Management comprising of Key Managerial Personnel, Senior
Management and other employees:
The compensation for the Key Managerial Personnel, senior management and other employees at Dish
TV would be guided by the external competitiveness and internal parity through annual benchmarking.
The performance-linked incentive based on Company performance and performance of the employee
concerned each year shall be considered and approved by the Nomination and Remuneration Committee.
Additionally, the Nomination and Remuneration Committee of the Board of the company, inter alia,
administers and monitors the ESOPs of the company in accordance with the applicable SEBI Guidelines.
Internally, performance ratings of all Employees would be spread across a normal distribution curve.
The rating obtained by an employee will be used as an input to determine Merit Pay increases. Merit
pay increases will be calculated using a combination of individual performance and organizational
performance. Compensation can also be determined based on identified skill sets critical to success
of the Company. It is determined as per management’s review of market demand and supply.
Employees are assigned grades according to their qualifications and work experience, competencies
as well as their roles and responsibilities in the organization
The Nomination and Remuneration Committee will from time to time consider proposals concerning
the appointment and remuneration of the Key Managerial Personnel and ensure that the proposed
remuneration is in line with industry standards in comparable companies. Such proposals then
shall be submitted to the Board for approval. The remuneration of the employees may consist of the
following components:
•
•
•
•
Basic salary and Allowances
Performance linked incentive / bonus
Stock options
Perquisites as per rules of the Company including Company car, telephone etc.
Executive Management shall not be eligible to receive any remuneration, including sitting fees, for
directorships held in any of the Essel Group of Companies, whether listed or otherwise.
3.AMENDMENTS
36
The Nomination and Remuneration Committee shall periodically review the Policy and carry out such
changes as may be required, including changes mandated on account of change in governing regulations.
FORM NO. MR-3
Secretarial Audit Report
(For the Financial Year ended 31st March, 2015)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
To,
The Members
Essel House, B-10 Lawrence Road,
Industrial Area, Delhi 110035
I have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good
corporate practices by Dish TV India Limited (hereinafter called “the Company”). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of the Secretarial Audit, I hereby report that in my opinion, the Company has,
during the audit period covering the Financial Year ended on 31st March, 2015, complied with the statutory provisions
listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by Company
for the period ended on 31st March, 2015 according to the provisions of:
I.
The Companies Act, 2013 (the Act) and the Rules made thereunder;
II.
The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV.Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V.The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 :
a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b)
c)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 (Not Applicable to the Company during the Audit period);
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
d)The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
e)The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not
Applicable to the Company during the Audit period);
f)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
g)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable
to the Company during the Audit period); and
h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the
Company during the Audit period).
VI.
I further report that, having regard to the compliance system prevailing in the Company and based on the
representation made by the management of the Company and on examination of the relevant documents and records
in pursuance thereof, the Company has complied with the following laws applicable specifically to the Company:
a)
The Cable Television Network (Regulations) Act, 1995 and rules framed thereunder;
37
b)
The Telecom Regulatory Authority of India Act, 1997;
c)
The Telecommunication (Broadcasting and Cable Services) Interconnection Regulation 2004;
d)Direct to Home Broadcasting Services (Standards of Quality of Service and Redressal of Grievances)
Regulations, 2007;
e)
The Register of Interconnect Agreements (Broadcasting and Cable Services) Regulation 2004;
f)
The Telecommunication (Broadcasting and Cable) Services (Second) Tariff Order 2004; and
g)The Telecommunication (Broadcasting and Cable) Services (Fourth) (Addressable Systems) Tariff Order, 2010.
I have also examined compliance with the applicable clauses of the following:
i)The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited;
ii)Secretarial Standards issued by The Institute of Company Secretaries of India (Not Applicable to the Company
during the Audit period)
uring the audit period under review, I confirm that the Company has complied with the provisions of the Acts, Rules,
D
Regulations, Guidelines, Listing Agreements etc. as mentioned hereinabove.
I further report that:
a)The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors.
b)The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
c)Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
d)Majority decision is carried through while the dissenting members’ views are captured and recorded as part of
the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during audit period under review the Company has:
a)Allotted 616,820 fully paid equity shares upon exercise of Stock Option by the eligible Employees of the Company
pursuant to the Employee Stock Option Scheme - 2007 of the Company and these shares were duly admitted for
trading on the Stock Exchanges;
b)Issued and allotted on October 1, 2014 on Private Placement basis 200 Rated, Unlisted, Redeemable NonConvertible Debentures (“NCDs”) of the Face value of ` 1,00,00,000/-(Rupees One Crores Only) each, for cash,
aggregating ` 200,00,00,000/-(Rupees Two Hundred Crores Only); and
c)Conducted two Postal Ballots with proper compliances:
a.For approval of members under Section 180(1)(c), Section 180(1)(a), Section 42 and 71 and Section 186 vide
Notice dated July 22, 2014 and the result thereof was declared on September 10, 2014; and
b.For approval of members under Section 180(1)(a) vide Notice dated October 29, 2014 and the result thereof
was declared on February 3, 2015.
This report is to be read with my letter of even date which is annexed as Annexure and forms integral part of this report.
For Jayant Gupta and Associates
Jayant Gupta
FCS : 9738
CP : 7288
38
Place : New Delhi
Date : 28 July 2015
Annexure to the Secretarial Audit Report of Dish TV India Limited for Financial Year ended
31st March, 2015
To,
The Members
Management Responsibility for Compliances
1.Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility
is to express an opinion on these secretarial records based on my audit.
2.I have followed the audit practices and process as were appropriate to obtain reasonable assurance about
the correctness of the contents of the secretarial records. The verification was done on test basis to ensure
that correct facts are reflected in secretarial records. I believe that the process and practices I followed
provide a reasonable basis for my opinion.
3.I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4.Wherever required, I have obtained the Management representation about the compliance of laws, rules
and regulations and happening of events etc.
5.The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of management. My examination was limited to the verification of procedure on test
basis.
6.The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Jayant Gupta and Associates
Jayant Gupta
FCS : 9738
CP : 7288
Place : New Delhi
Date : 28 July 2015
39
Extract of Annual Return
As on financial year ended on March 31, 2015
(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014)
I.
i)
ii)
iii)
iv)
v)
vi
vii
REGISTRATION & OTHER DETAILS:
Corporate Identity Number (CIN)
Registration Date
Name of the Company
Category/Sub-category of the
Company
Address of the Registered office
& contact details
Whether Listed
Name, Address and contact
details of the Registrar and
Transfer Agent
L51909DL1988PLC101836
10/8/1988
Company Limited by Shares / Indian Non-Government Company
Essel House, B-10, Lawrence Road Industrial Area, Delhi - 110 035.
Tel No: +91-11-27156040/41/43
Fax No: +91-11-27156042
Yes
Sharepro Services (India) Private Limited
Unit: Dish TV India Limited 13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road,
Sakinaka, Andheri (East),
Mumbai - 400 072
Tel No: +91-22 -6772 0300/400 Fax No: +91-22-2859 1568/2850-8927
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated
S. No. Name & Description of main
NIC Code of the
% to total turnover of the
products/services
Product /service (As per 2008)
company
1
Direct-to-Home (‘DTH’) service
61309
99.26
III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:
S. No. Name, Address and CIN of the
% of Shares held
Company
A
Holding Company - NIL
B
Subsidiary Company - Indian
1
100
Essel House, B-10, Lawrence Road,
Industrial Area, Delhi - 110 035
CIN: U74140DL2014PTC264838
C
Subsidiary Company - Overseas
2
Dish T V Lanka (Private) Limited
70
86/4, Negombo Road, Kandana,
Sri Lanka
Company No.: PV 85639
Note: CIN / GLN is not applicable for overseas subsidiary
40
Applicable Section of the
Companies Act, 2013
2(87)(ii)
2(87)(ii)
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY):
i)
Categorywise Shareholding
S. Category of Shareholder
No.
A
Promoters & Promoter Group
1
Indian
a) Bodies Corporates
b) Directors & their Relatives
Sub Total(A) (1)
2
Sub Total (A) (2)
Total Promoter Shareholding
B
Public Shareholding
1
Institutions
a) Mutual Funds
b) Banks/FI
c) Central Govt./State
Government
d) Insurance Companies
e) FIIS
f) Others- QFI
Sub Total (B)(1)
% change
during the
year
Demat
Physical
Total
%
Demat
Physical
Total
%
648,651,785
0
648,651,785
60.91
648,651,785
0
648,651,785
60.87
0
2,594,150
0.24
2,594,150
0
2,594,150
0.24
0.00
0 651,245,935
61.15
651,245,935
0 651,245,935
61.12
(0.03)
3.35
35,632,125
3.34
(0.01)
2,594,150
651,245,935
(0.04)
35,632,125
35,632,125
686,878,060
0
3,56,32,125
0
35,632,125
3.35
35,632,125
0 686,878,060
64.50
686,878,060
0
3,56,32,125
0
35,632,125
3.34
(0.01)
0 686,878,060
64.46
(0.04)
51,959,352
575
51,959,927
4.88
36,159,054
575
36,159,629
3.39
(1.49)
627,255
0
627,255
0.06
182,245
0
182,245
0.02
(0.04)
0
0
0
0.00
3,368,983
0
3,368,983
0.32
0.32
4,600
0
4,600
0.00
4,600
0
4,600
0.00
0.00
122,863,948
6,325
122,870,273
11.54
136,588,368
6325
136,594,693
12.82
1.28
0
200
0.00
0
0
0
0.00
0.00
6,900 175,462,255
16.48
176,303,250
6,900 176,310,150
16.55
0.07
200
175,455,355
Non Institutions
a) Bodies corporates
42,830,072
4,393
42,834,465
4.02
40,521,028
4,393
40,525,421
3.80
(0.22)
b) Individual holding shares
upto ` 1 lakhs in nominal
value
38,256,632
246,793
38,503,425
3.62
33,487,565
229,451
33,717,016
3.16
(0.46)
c) Individuals holding share
above ` 1 lakhs nominal
value
1,585,491
0
1,585,491
0.15
8,043,113
0
8,043,113
0.75
0.60
8,883
0
8,883
0.00
8,883
0
8,883
0.00
0.00
575
0
575
0.00
575
0
575
0.00
0.00
32,000,000
0
32,000,000
3.00
32,000,000
0
32,000,000
3.00
0.00
2,385,589
244,589
2,630,178
0.25
2,785,364
227,914
3,013,278
0.28
0.03
16,433
0
16,433
0.00
40,089
0
40,089
0.00
0.00
d) Others (OCB)
e) Others(Foreign National)
f) Others(Foreign bodies)
g) Others(NRI)
h) Others(Trust)
C
No. of Shares held at the end of the year
(March 31, 2015)
Foreign
a) Bodies Corporate
2
No. of Shares held at the beginning of the year
(April 1, 2014)
Sub Total (B)(2)
117,083,675
495,775 117,579,450
11.04
116,886,617
461,758 117,348,375
11.01
(0.03)
Total Public Shareholding
292,539,030
502,675 293,041,705
27.52
293,189,867
468,658 293,658,525
27.56
0.04
Shares held by Custodian for
GDRs & ADRs
Public
Grand Total (A+B+C)
85,035,000
1,064,452,090
85,035,000
7.98
85,035,000
502,675 1,064,954,765
0
100
1,065,102,927
85,035,000
7.98
0.00
468,658 1,065,571,585
0
100
0.00
41
ii)
Promoter & Promoter Group Shareholding
S. No. Name of Promoter
1
Shareholding at the beginning of the year
(April 1, 2014)
Number of
% % of shares
Shares
pledged/
encumbered
to Capital
35,172,125
3.30
0.00
No. of Shares held at the end of the year
(March 31, 2015)
Number of
% % of shares
Shares
pledged/
encumbered
to Capital
35,172,125
3.30
0.00
%
Change*
Agrani Holdings
0.00
(Mauritius) Limited
2
Ambience Business
1,308,125
0.12
0.00
1,308,125
0.12
0.00
0.00
Services Private Limited
3
Mr. Ashok Mathai Kurien
1,174,150
0.11
0.00
1,174,150
0.11
0.00
0.00
4
Direct Media Distribution
457,212,260
42.93
30.06
457,212,260
42.91
17.71
(0.02)
Ventures Private Limited
5
Direct Media Solutions
180,000,000
16.90
13.29
180,000,000
16.89
11.18
(0.01)
Private Limited
6
Essel Media Ventures
460,000
0.04
0.00
460,000
0.04
0.00
0.00
Limited
7
Mr. Ashok Kumar Goel
625,250
0.06
0.00
625,250
0.06
0.00
0.00
8
Mr. Jawahar Lal Goel
176,800
0.02
0.00
176,800
0.02
0.00
0.00
9
Jay Properties Private
10,131,000
0.95
0.00
10,131,000
0.95
0.00
0.00
Limited
10
Ms. Nishi Goel
11,000
0.00
0.00
11,000
0.00
0.00
0.00
11
Ms. Priti Goel
11,000
0.00
0.00
11,000
0.00
0.00
0.00
12
Sprit Textiles Private
300
0.00
0.00
300
0.00
0.00
0.00
Limited
13
Master Suryansh Goel
5,100
0.00
0.00
5,100
0.00
0.00
0.00
14
Ms. Sushila Devi
585,750
0.06
0.00
585,750
0.05
0.00
0.00
15
Master Tapesh Goel
5,100
0.00
0.00
5,100
0.00
0.00
0.00
16
Veena Investments Private
100
0.00
0.00
100
0.00
0.00
0.00
Limited
Total
686,878,060
64.50
43.34
686,878,060
64.46
28.89
(0.04)
* There is no change in number of shares held by Promoters during the beginning of the year and at the end of the year. The difference in % of equity
capital held during the beginning of the year and at the end of the year is on account of increase in total share capital of the Company.
42
iii) Change in Promoters Shareholding
Particulars
Share holding at the
beginning of the Year
(April 1, 2014)
Number of % of Equity
Shares
Capital*
686,878,060
64.50
Nil
Nil
At the beginning of the year
Date wise increase/decrease in shareholding
with reason
At the end of the year
Cumulative Share holding
during the Year
Number of
Shares
% of Equity
Capital*
Nil
Nil
686,878,060
64.46
* There is no change in number of shares held by Promoters during the beginning of the year and at the end of the year. The
difference in % of equity capital held during the beginning of the year and at the end of the year is on account of increase in
total share capital of the Company.
iv)
Change in Shareholding of top ten public shareholders
Particulars
Apollo India Private Equity II (Mauritius) Ltd.
Baron Emerging Markets Fund
Napean Trading and Investment Co. Pvt. Ltd.
L N Minerals LLP
Citigroup Global Markets Mauritius Private
Reliance Capital Trustee Co. Ltd. A/C-Reliance
Government Pension Fund Global
Columbia Emerging Markets Fund
Reliance Capital Trustee Co. Ltd. A/C-Reliance
Vidya Investment and Trading Co Pvt. Ltd.
IDFC Premier Equity Fund
Morgan Sanley Asia (Singapore) PTE.
Briggs Trading Co. Private Limited
College Retirement Equities Fund-stock
FID Funds (Mauritius) Limited
Morgan Stanley Mauritius Company Limited
Sundaram Mutual Fund A/C Sundaram
Select Midcap
TOTAL
Note:
$
@
$
@
@
@
@
@
@
@
#
#
#
#
#
#
#
Shareholding at the
beginning of the year
(April 1, 2014)
Number of
% of the
shares
Equity
Capital
32,000,000
3.01
5,500,000
0.52
5,766,196
0.54
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
15,000,000
1.41
14,416,185
1.35
9,969,759
0.94
8,405,838
0.79
8,339,112
0.78
7,520,877
0.71
6,400,000
0.60
113,317,967
10.65
Shareholding at the
end of the year
(March 31, 2015)
Number of
% of the
shares
Equity
Capital
32,000,000
3.00
18,384,985
1.73
10,684,577
1.00
9,969,759
0.94
9,311,445
0.87
8,100,000
0.76
7,909,259
0.74
5,007,579
0.47
5,000,000
0.47
4,788,136
0.45
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00
111,155,740
10.43
1. The Shares of the Company are substantially held in dematerialised form and are traded on a daily basis and hence
date wise increase/decrease in shareholding is not indicated
2. $ denotes common top 10 Shareholders as on April 1, 2014 and March 31, 2015
# denotes top 10 Shareholders only as on April 1, 2014
@ denotes top 10 Shareholders only as on March 31, 2015
43
v) Change in Shareholding of the Directors & Key Managerial Personnel:
Details of changes in the shareholding of Directors of the Company who held/hold Equity Shares of the Company are
as mentioned herein
Cumulative
Shareholding at the
shareholding during
Changes
beginning (April 1, 2014)
the year (01.04.2014 31.03.2015)
Name of the
Director / KMP
Number of
% of
Date Increase/
Reason
Number of
% of
Shares
Equity
Decrease
Shares
Equity
in number
Capital
Capital
of Shares
Mr. Jawahar lal Goel
176,800
0.02
NA
NA
NA
176,800
0.02
Managing Director
Mr. Bhagwan Dass Narang
7,500
0.00
NA
NA
NA
7,500
0.00
1,174,150
0.11
NA
NA
NA
1,174,150
0.11
Non-Executive Director
Mr. Arun Duggal
7,500
0.00
NA
NA
NA
7,500
0.00
Mr. Eric Louis Zinterhofer
1,500
0.00
NA
NA
NA
1,500
0.00
Mr. R. C. Venkateish
200,000
0.02
22.01.2015
450,720
ESOP
650,720
0.06
Chief Executive Officer
Allotment
0
0.00
02.03.2015
(650,720) Market Sale
Apart from the above, none of the other Directors /KMP of the Company held any equity shares of the Company either at the beginning
of the year or at the end of the year or dealt in the equity shares of the Company during financial year ended March 31, 2015
V.
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars
44
Indebtness at the beginning of the
financial year:
Principal Amount
Interest due but not paid
Interest accrued but not due
Total
Change in Indebtedness during the
financial year:
Additions
Reduction
Net Change
Indebtedness at the end of the
financial year:
Principal Amount
Interest due but not paid
Interest accrued but not due
Total
(` in Lakhs)
Total
Indebtedness
Secured Loans
excluding
deposits
Unsecured
Loans
Deposits
140,950.15
0
467.56
141,417.70
0
0
0
0
0
0
0
0
140,950.15
0
467.56
141,417.70
126,501.19
-119,042.85
7,458.34
0
0
0
0
0
0
126,501.19
-119,042.85
7,458.34
148,389.28
0
486.76
148,876.04
0
0
0
0
0
0
0
0
148,389.28
0
486.76
148,876.04
vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole time Director and/or Manager
(` in Lakhs)
Name of the MD/WTD/Manager
Jawahar Lal Goel
(Managing Director)
Particulars of Remuneration
Gross salary (As per Income tax act):
Salary
Perquisites
Profits in lieu of salary
Stock Option
Sweat Equity
Commision(as % of profit and/or otherwise)
Others(Contribution to Provident Fund)
Total (A)
Ceiling as per the Act
79.30
5.58
0
0
0
0
5.12
90.00
90.00
B. Remuneration to other Directors
Name of Directors
Independent Directors
Mr. Arun Duggal
Mr. Lakshmi Chand
Total
Non-Executive Directors
Mr. Ashok Kurein
Mr. Mintoo Bhandari
Dr. Subhash Chandra
Mr. Utsav Baijal(Alt to Mintoo
Bhandari)
Total
Grand Total
Overall Ceiling as per Act
(` in Lakhs)
Total
Sitting Fees
Commission
Others
3.35
2.85
0.20
3.75
10.15
0
0
0
0
0
0
0
0
0
0
3.35
2.85
0.20
3.75
10.15
2.85
1.05
0.20
0.35
0
0
0
0
0
0
0
0
2.85
1.05
0.20
0.35
4.45
0
0
4.45
14.60
0
0
14.60
` 87 Lakhs (As per Section 197(5) of the Companies Act, 2013 with
Rule 4 of Companies (Appointment and Remuneration of Managerial
Personnel Rules, 2014), the Company may pay sitting fee up to ` 1 lakh
per meeting of the Board or committee thereof)
45
C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD
Gross Salary(As per Income Tax Act)
Salary
Perquisties
Profits in lieu of salary
Stock Option (gain)
Sweat Equity
Commission(as % of profit or otherwise)
Others(Contribution to Provident Fund)
Total
Chief
Executive
Officer
271.38
10.11
0.00
54.99
0.00
0.00
17.38
353.86
Chief
Company
Financial
Secretary
Officer
136.67
10.11
0.00
0.00
0.00
0.00
8.27
155.05
40.49
6.96
0.00
0.00
0.00
0.00
2.49
49.94
(` in Lakhs)
Total
448.54
27.18
0.00
54.99
0.00
0.00
28.14
558.85
vii. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES UNDER PROVISIONS OF COMPANIES ACT: None
Neither the Company nor any of its Directors or Officers in default were penalized/punished for violation
of any of the provisions of Companies Act, 1956 or 2013, by any of the regulatory authorities under the Act.
Further no application was made by the Company or its Directors or Officers in Default for compounding
of any of the provisons of the Act and therefore information in this regard is Nil.
Jawahar Lal Goel
Managing Director
DIN: 00076462
Place: Noida
46
B. D. Narang
DIN: 00038052
Particulars of Remuneration of Employees
{Pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014}
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
A.Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase
in remuneration during the financial year, ratio of remuneration of Directors to the Median remuneration
of employees and comparison of remuneration of each KMP against Company’s standalone performance:
Name of Director/Key
Managerial Personnel
Dr. Subhash Chandra
Mr. Arun Duggal
Ms. Asha Swarup*
Mr. Ashok Kurien
Mr. Bhagwan Das Narang
Mr. Lakshmi Chand
Mr. Mintoo Bhandari
Mr. Utsav Baijal
Executive Director
Mr. R C Venkateish
Mr. Rajeev K Dalmia
Mr. Ranjit Singh
Remuneration for
FY 2014-15#
(` in Lakhs)
% increase in
Ratio of
Remuneration
Director’s
in FY 2014-15$ Remuneration
to Median
remuneration
Comparison of remuneration
of each KMP against
Company’s performance
% of
% of Net
Turnover Profit before
tax
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
90.00
NA
15:1
0.03
89.12
90.00
353.86
155.05
49.94
NA
18
13
21
15:1
NA
NA
NA
0.03
0.13
0.05
0.02
89.12
350.40
153.53
49.45
* Resigned as Independent Director as at close of March 20, 2015
# Non-Executive Directors Remuneration excludes Sitting Fees
$ The % increase in remuneration refers to the % increase in remuneration from FY 2013-14
47
S. No. Requirement
1.
The Percentage increase in median remuneration of employees
in FY
2.
Number of permanent employees on the rolls of the Company
3.
The explanation on the relationship between average increase in
remuneration and Company’s performance
4.
5.
6.
7.
8.
9.
10.
48
Disclosure
13.5%
1020
The average increment of 10.1 % during the year
was in line with the market trend and based on
the principles of Remuneration policy of the
Company that is desired to attract, motivate
andretain the employees and helps the Company
to retain its industry competitiveness. In order to
ensure that that remuneration reflects Company
performance, the remuneration is linked to
organization performance in addition to individual
performance.
Comparison of the remuneration of the key managerial personnel Aggregate remuneration of Key Managerial
against the performance of the Company (Standalone)
Personnels was 0.23% of turnover and 642.5% of
Net Profit (before tax) during financial year
Variations in the market capitalization of the Company, price Particulars Market Capitalization
Price
earnings ratio as at the closing date of the current and previous
(` In Lakhs)
Earning
financial year
Ratio
31.03.2015
873,193.34
8600.18
31.03.2014
554,814.24
(35.93)
Change %
57.38
Percentage increase or decrease in the market quotations of the
Closing Market Price
shares of the Company in comparison to the rate at which the
BSE
NSE
Company came out with the last public offer*
31.03.2015
81.65
81.95
19.01.2009
18.70
18.90
Change %
336.63
333.59
*Offer price for Company’s Right Issue for Equity Shares (FV of ` 1) was ` 22 per Share.
Average percentile increase already made in the salaries of The average annual increase in the salaries of
employees other than the managerial personnel in the last employees during the year was 10.1%, while there
financial year and its comparison with the percentile increase in was no increase in the managerial remuneration
the managerial remuneration and justification thereof and point (Managing Director’s remuneration) during financial
out if there are any exceptional circumstances for increase in the year 2014-15
managerial remuneration
Key parameters for any variable component of remuneration Not applicable, as Managing Director’s remuneration
availed by the Directors
did not include variable component.
The ratio of the remuneration of the highest paid Director to that The Ratio of remuneration of the highest paid
of the employees who are not directors but receive remuneration Director to that of the employees who are not
in excess of the highest paid director during the year
Directors but receive remuneration in excess of
the highest paid Director is 1:11
Affirmation that the remuneration is as per the remuneration The Company affirms that the remuneration is as
policy of the Company
per the remuneration policy of the Company
B.Particulars of Employees whose remunerations exceeded 60 Lacs per annum or 5 Lacs per month
during FY 2014-15
1.
Employed throughout the year and in receipt of remuneration aggregating ` 60 lakhs or more per annum.
S. No. Name
Age
Designation
Remuneration Qualification
Total (`)
9,000,000 Entrepreneur
Exp in
Yrs.
46
28
Date of
Last Employment
Joining
06.01.2007 Siti Cable Network
Ltd.
19.07.2010 ESPN Software
India Pvt. Ltd.
02.07.2008 Samsung India
Electronics Ltd.
05.01.2007 South Asian Petro
Chem Ltd.
01.04.2009 Rama Associates
Ltd.
03.09.2004 Modi Revlon
8,910,000 PGDRM
25
03.10.2012 Airtel (Africa)
7,781,000 B.E, Dip. in Elec.
& Tele-comm
7,106,595 MBA
34
29.03.2010 Sony Ericsson
21
01.09.2008 Videocon Industries
Vice President North Zone
6,974,336 MBA
24
Vice President Human Resources
6,067,269 BE, MBA
21
12.10.2009 Reliance Communication
01.08.2009 E-City Bioscope
1
Jawahar Lal Goel
61
Managing Director
2
R. C. Venkateish
56
Chief Executive
Officer
35,385,784 B.Tech, MBA
33
3
Salil Kapoor
47
Chief Operating
Officer
15,882,448 B.E., MBA
23
4
Rajeev K Dalmia
51
Chief Financial
Officer
15,504,664 CA
29
5
Veerender Gupta
46
Chief Operating
Officer
23
6
Anjali M Nanda
49
Executive Vice
President - Marketing
11,503,474 B. Com, Cert. in
Prog.
10,985,000 MBA
7
Gurpreet Singh
53
Sr. Vice President
- Sales
8
Rajesh Sahni
53
Sr. Vice President
- CSD
9
42
Vice President Alternate Sales
10
Ravichandra
Mocherla
Jaspreet Singh
43
11
Ashutosh Mishra
44
2.
Employed for part of the year and in receipt of remuneration aggregating ` 5 lakhs or more per annum.
S. No. Name
1.
Entertainment Pvt. Ltd.
Rajiv Khattar
Age
Designation
51
PresidentProjects
Remuneration Qualification Exp in
Total (`)
Yrs.
B.Tech., Business
25
13,713,591
Management
Date of
Last Employment
Joining
01.09.2005 Reliance Infocomm
Ltd.
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
DIN: 00038052
Place: Noida
49
Report on Corporate Governance
The Corporate Governance Policy, practice and procedure of Dish TV is based on transparency, accountability,
trusteeship and ethical corporate citizenship. For Dish TV, corporate governance is an ethically driven business
process that is committed to values - aimed at enhancing an organization’s brand and reputation. The corporate
governance framework of your Company ensures effective engagement with our stakeholders and helps us
evolve with changing times. The essence of Corporate Governance lies in promoting and maintaining integrity,
transparency and accountability. Transparency and accountability are the fundamental principles to sound
Corporate Governance, which ensures that the organization is managed and monitored in a responsible
manner for ‘creating and sharing value’. Effective Corporate Governance is the key towards ensuring investors’
protection, providing finest work environment leading to highest standards of management and maximization
of everlasting long-term values. A transparent, ethical and responsible corporate governance framework
essentially emanates from the intrinsic will and passion for good governance ingrained in the organization
which has been the hallmark of your Company.
Your Company further believes that a sound, transparent, ethical and responsible Corporate Governance
framework essentially emanates from the intrinsic will and passion for good governance ingrained in the
organization. This is ensured by taking ethical business decisions and conducting the business with a firm
commitment to values, while meeting shareholders’ expectation.
To succeed, we believe, requires highest standards of corporate behavior towards everyone we work with,
the communities we touch and the environment on which we have an impact. This is our road to consistent,
competitive, profitable and responsible growth and creating long term value for our shareholders, our people
and our business partners. The above principles have been the guiding force for whatever we do and shall
continue to be so in the years to come. Strong leadership and effective corporate governance practices have
been your Company’s hallmark.
We believe that an active, well informed and independent board is necessary to ensure the highest standards of
Corporate Governance. At Dish TV, the Board of Directors (‘the Board’) is at the core of our corporate governance
practice and oversees how the management serves and protects the long term interest of the stakeholders.
Your Company’s Board consists of a balanced mix of professionals with eminence and integrity from within
and outside the business. We firmly believe that Boards Independence is essential to bring objectivity and
transparency in Management and in dealings of the Company. As on March 31, 2015, Four out of Eight Board
members are Independent Directors.
Corporate Governance primarily involves the establishment of structures and processes, with appropriate
checks and balances that enable the Board, as collegian, to discharge their responsibilities in a manner which
is beneficial to all Stakeholders. The Company’s Board considers good corporate governance to be a key driver
of sustainable corporate growth and long term value creation, and exercises its fiduciary responsibilities
accordingly. Your Company strongly believes that Corporate Governance goes beyond the practices enshrined in
the laws and is imbibed in the basic business ethics and values that needs to be adhered to in letter and spirit.
The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective October 1, 2014,
to bring in additional Corporate Governance norms for listed entities. These norms provide for additional
disclosures towards ensuring transparency and protection of investor rights. The amended norms inter alia
require the Companies to obtain Shareholder’s approval for material Related Party transactions, establish
Whistleblower mechanisms and to have at least one Woman Director on their Board.
Your Company is in compliance with the mandatory requirements of Clause 49 of the Listing Agreement
formulated by the Securities and Exchange Board of India (‘SEBI’). This section, along with the section on
‘Management Discussion and Analysis’ and ‘General Shareholders’ Information’, constitute the Company’s
compliance with Clause 49 of the Listing Agreement, entered into by the Company with the Stock Exchanges.
50
BOARD OF DIRECTORS
The Board of Directors (‘the Board’) of the Company are responsible for and committed to sound principles of
Corporate Governance. The Board plays a crucial role in overseeing how the management serves the short and
long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices,
under which we strive to maintain an effective, informed and independent Board. The Board critically evaluates
the Company’s strategic direction, management policies and their effectiveness. The day to day management
of the Company is entrusted to the Key / Senior Management personnel led by the Managing Director who
operates under the superintendence, direction and control of the Board.
a)
Composition and Category of Directors
Your Company has a balanced and optimal Board with combination of Executive and Non-Executive
Directors to ensure Independent functioning and separate its functions of governance and management.
The Composition of the Board as on March 31, 2015 is in conformity with Clause 49 (II)(A) of the Listing
Agreement which lays down an optimal combination of Executive and Non-Executive Directors, with not
less than 50 per cent of the Board comprising of Non-Executive Directors and at least one-half comprising
of Independent Directors, for a Board chaired by Non-Executive Promoter Director. Independent Directors
of the Company provide appropriate annual certifications to the Board confirming satisfaction of the
conditions of their being independent, as laid down in Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
Composition of the Board as on March 31, 2015:
Category of Directors
b)
No. of Directors
% to total No. of
Directors
Executive Director
1
12.5
4
50.0
3
37.5
Total
8
100
Board Meeting and Procedure
During the Financial Year under review, 9 (Nine) meetings of the Board were held on May 27, 2014, July 22,
2014, August 26, 2014, September 29, 2014, October 1, 2014, October 29, 2014, January 22, 2015, March
20, 2015 and March 30, 2015. The intervening period between any two Board Meetings were within the
maximum time gap of 120 days prescribed under the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The annual calendar of meetings is broadly determined at the beginning of each financial
year. The Board meets at least once a quarter to review the quarterly performance and financial results
of the Company. The annual Calendar of meetings in connection with the approval of quarterly and annual
financial statements is broadly determined at the beginning of each financial year.
Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during
the Financial Year 2014-15 and also their other Directorships/Chairmanships held in other Public Limited
Companies, calculated as per applicable provisions of the Companies Act, 2013 and membership of other
Board Committees as at March 31, 2015 are as under.
51
Name of Director
Attendance at:
Board
26th AGM
held on
Meetings
(Total 9 September
29, 2014
Meetings)
Promoter Non-Executive Director
Subhash Chandra
1
No
Ashok Kurien
6
Yes
Promoter Executive Director
Jawahar Lal Goel
8
Yes
B D Narang
6
No
Arun Duggal
7
Yes
Eric Louis Zinterhofer
1
No
Lakshmi Chand
9
Yes
Asha Swarup***
1
NA
Non-Executive Nominee Director
Mintoo Bhandari
2
No
Utsav Baijal (Alternate
1
NA
Director to Mintoo Bhandari)
Number of
Directorships
in other
Public Limited
Companies*
Number of
Memberships of
Board Committees
in Public Limited
Companies **
As
As
Member Chairman
7
1
1
1
2
3
1
-
5
4
1
-
2
2
1
-
5
1
-
2
2
5
1
-
* Directorships in Other Public Limited Companies does not include Alternate Directorships
**In accordance with Clause 49 of the Listing Agreement, Chairmanships/Memberships of only Audit Committees
and Stakeholders Relationship Committee in all Public Limited Companies (Listed and Unlisted) except Foreign
Companies have been considered.
*** Resigned as Independent Director from the Board as at the close of March 20, 2015
None of the Directors on the Board of the Company are Members of more than ten Committees or Chairman
of more than five Committees across all the Public Limited Companies in which they are Directors.
The Board meets at regular intervals inter alia to discuss and decide on business strategies/policy and
review the financial performance of the Company. Board meetings are generally held at the Corporate
Office of the Company at Noida which are governed by a suitably structured agenda, timely made available
to the Board members. The Company Secretary, in consultation with the Chairman / Managing Director,
plans the agenda of the Meetings well in advance and circulates the same along with the explanatory notes
amongst the members of the Board, within the prescribed time limit, to enable them to take informed
decisions and to facilitate meaningful and focused discussions at the meetings. Any Board Member may,
in consultation with the Chairman, bring up any matter in addition to the matter provided in agenda for
consideration by the Board.
The Company Secretary records minutes of proceedings of meeting of Board and Committee thereof. Draft
minutes are circulated to Board/ Committee members within the prescribed time limit. The minutes are
entered in the Minutes Book well within the stipulated time.
52
Upon the advice of the Board, senior management personnel are invited to the Board meetings to make
requisite presentations on relevant issues or provide necessary insights into the operations / working
of the Company and corporate strategies. Regular presentations are made at the Board and Committee
Meetings, on business and performance updates of the Company, global business environment, business
strategy and risks involved. All information required to be placed before the Board of Directors and
Committees thereof, as per Clause 49 of the Listing Agreement, are considered and taken on record /
approved by the Board / Committee. The Board regularly reviews Compliance status in respect of laws and
regulations relevant to the Company.
The guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review
and reporting process for decisions taken by the Board and Committees thereof. Important decisions
taken at Board/ Committee meetings are communicated promptly to the concerned departments/officials.
Action-taken report (‘ATR’) on decisions/minutes of the previous meeting(s) is circulated at the respective
succeeding meeting.
c)Compliance
The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s)
ensures adherence to all applicable laws and regulations, including the Companies Act, 1956 / Companies
Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by
the Institute of Company Secretaries of India.
The Company Secretary plays a key role in ensuring that the Board (including Committees thereof) procedures
are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details
and documents are made available to the Directors and Senior Management for effective decision-making
at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the
conduct of the Company’s affairs in compliance with applicable statutory requirements. He interfaces
between the Board, Management and Regulatory Authorities for governance matters.
Mr. Ranjit Singh, ‘Sr. V.P - Legal & Company Secretary’ has been appointed as the Compliance Officer of
the Company.
d)Brief Profile of Directors of the Company, including those to be appointed / re-appointed at the ensuing
Annual General Meeting:
1.Dr. Subhash Chandra (DIN-00031458) Non-Executive Chairman of your Company and Promoter
of Essel Group of Companies is amongst the leading lights of the global media and entertainment
industry. A self-made man, and a true visionary, Dr. Chandra has consistently demonstrated his ability
to identify new businesses and lead them on the path of success.
Dr. Chandra is rightly referred to as the Media Moghul. With his pioneering vision and entrepreneurial
mindset to achieve growth, he revolutionized the television industry by launching the country’s first
satellite television channel - Zee TV in 1992 and later the first private news channel, Zee News.
ZEEL as a brand today, has achieved a global recognition, reaching over 959 million viewers in 169
countries offering a rich bouquet of 33 channels in India and 36 channels internationally in general
entertainment, sports, lifestyle, movies, English and regional genres and alternative lifestyles. Aiming
to reach a billion viewers by the year 2020, ZEEL is all set to join the league of Emerging Market
Multinationals.
For his contributions to the industry, Dr. Chandra has been awarded the 2011 International Emmy
Directorate Award at their 39th International Emmy Awards night in New York. Dr. Chandra became
the first Indian ever to receive a Directorate Award recognizing excellence in television programming
outside the United States. Dr. Chandra has made his mark as an influential philanthropist in India. He has set up TALEEM
(Transnational Alternate Learning for Emancipation and Empowerment through Multimedia) to
provide access to quality education through distance and open learning. He is also the Chairman
of the Ekal Vidyalaya Foundation of India — a movement to eradicate illiteracy from rural and tribal
India. The Foundation provides free education to nearly 10,35,444 (1 million +) tribal children across
53
36,783 villages through one-teacher schools. He is the moving force behind the Global Vipassana
Foundation — a trust set up to help people raise their spiritual quotient. Dr. Chandra is also the
Founder Chairman of Global Foundation for Civilization Harmony (India) (GFCH), an Eastern initiative
for conflict avoidance and a partner of the United Nations Alliance of Civilization (UNAOC). The
founder patrons of GFCH include His Holiness Dalai Lama and former President of India Dr. A.P.J.
Abdul Kalam, among others.
Apart from the Company, as on March 31, 2015, Dr. Chandra holds directorship in Seven (7) other Indian
Public Companies viz., Zee Entertainment Enterprises Limited, Zee Media Corporation Limited, Essel
Propack Limited, Essel Infraprojects Limited, Siti Cable Network Limited, Essel Utilities Distribution
Company Limited and Adhikaar Foundation.
Dr. Chandra does not hold any shares of the Company in his name as on March 31, 2015.
2.Mr. Jawahar Lal Goel (DIN-00076462) was appointed as the Managing Director of your Company
on January 6, 2007. He has been actively involved in the creation and expansion of the Essel Group
of Companies. A prophet in pioneering the Direct-to-Home (DTH) services in India he has been
instrumental in establishing Dish TV as a prominent brand with India’s most modern and advanced
technological infrastructure.
Mr. Goel led the initiatives of the Indian Broadcasting Foundation (IBF) as its president for four
consecutive years from September ’06 to September ’10 and continues to be its active Board member.
He is also on the Board of various committees and task forces set up by Ministry of Information &
Broadcasting (MIB), Government of India, and continues to address several critical matters related to
the industry. He is a prime architect in establishing India’s most modern and advanced technological
infrastructure for the implementation of Conditional Access System (CAS) and Direct-to-Home (DTH)
services which has revolutionized the distribution of various entertainment and electronic media
products in India in the ensuing months and years and would enormously benefit the consumers (TV
viewers).
Apart from the Company, as on March 31, 2015, Mr. Goel holds directorship in Three (3) other Indian
Public Limited Companies viz., Rankay Investment and Trading Company Ltd., Chiripal Industries Ltd.
and India Broadcasting Foundation.
As on March 31, 2015, Mr. Goel holds 176,800 equity shares comprising of 0.02% of the paid up share
capital in the Company.
54
3.Mr. Bhagwan Dass Narang (DIN-00038052) is an Independent Non-Executive Member of the Board of
your Company. Mr. Narang is a Post Graduate in Agricultural Economics and brings with him 32 years
of Banking experience. During this period, he also held the coveted position of the Chairman and
Managing Director of Oriental Bank of Commerce. Mr. Narang has handled special assignments viz.
alternate Chairmanship of the Committee on Banking procedures set up by Indian Banks Association
for the year 1997-98, Chaired a panel on serious financial frauds appointed by RBI, Chaired a Panel on
financial construction industry appointed by Indian Banks Association (IBA), appointed as Chairman
of Governing Council of National Institute of Banking Studies & Corporate Management, elected
member of Management Committee of IBA, Member of the Advisory Council of Bankers Training
College(RBI) Mumbai, Chairman of IBA’s Advisory Committee on NPA Management, CDR Mechanism,
DRT, ARC etc., elected as a Fellow and Member of Governing Council of the Indian Institute of Banking
& Finance, Mumbai, elected as Deputy Chairman of Indian Banks Association, Mumbai and recipient
of Business Standard “Banker of the year” Award for 2004.
Apart from the Company, as on March 31, 2015, Mr. Narang holds directorship in Five (5) other Indian
Public Limited Companies viz., Shivam Autotech Limited, VA Tech Wabag Limited, Karvy Stock Broking
Limited, Karvy Financial Services Limited and SLR Metaliks Limited.
As on March 31, 2015, Mr. Narang holds 7,500 equity shares comprising of 0.00% of the paid up share
capital in the Company.
4.Mr. Ashok Kurien (DIN-00034035), is one of the Founder-Promoter and Non-Executive Director on
the Board of your Company. Mr. Kurien has been in the business of building brands for over 35 years,
particularly in the fields of media and communications. An early bird, Ashok Kurien has the keen eye
of driving start-ups in emerging businesses and guiding them to size and scale, such as TV, DTH,
Lottery, PR and Dot Coms, where he invested and mentored, which have been resounding success
stories. Mr. Kurien, a well known personality in the Advertising world, founded Ambience Advertising,
one of most formidable creative powerhouse in its first decade. Ambience has come a long way, and
was later sold to the Publicis Groupe. As a special advisor to the US $ 7 billion Publicis Groupe, he
assists their mergers and acquisitions for India. He is founder and promoter of various business
ventures including Hanmer & Partners, one of India’s top-three Public Relations agencies; Livinguard
Technologies, the world’s 1st self-disinfecting textiles, as well as a few other internet ventures.
Despite the great heights he’s achieved in this career, Mr. Kurien has his feet firmly rooted to the
ground. He believes in commitment to society and is involved with a number of charities, NGOs and
social service organizations.
Apart from the Company, as on March 31, 2015, Mr. Kurien holds directorship in one (1) other Indian
Public Limited Company viz., Zee Entertainment Enterprises Ltd.
As on March 31, 2015, Mr. Kurien holds 1,174,150 equity shares, comprising of 0.11% of paid up capital
of the Company.
5.Mr. Arun Duggal (DIN-00024262) is an Independent Non-Executive Member of the Board of your
Company. Mr. Duggal is a Mechanical Engineer from Indian Institute of Technology, Delhi, and holds
an MBA from the Indian Institute of Management, Ahmedabad (recipient of distinguished Alumnus
Award).
Mr. Duggal is the Chairman of ICRA (A Subsidiary of Moody’s USA) and International Asset
Reconstruction Company. He is also a member of the Investment Committee of Axis Private Equity
and is on the India Advisory Board of Societe Generale Bank. He is also a Visiting Professor at the
Indian Institute of Management, Ahmedabad where he teaches a course on Venture Capital, Private
Equity and Business Ethics. He is an experienced International Banker and has advised companies
and financial institutions on Financial Strategy, M&A and Capital Raising.
Mr. Duggal had a 26 years career with Bank of America, mostly in the U.S., Hong Kong and Japan. His
last assignment was as Chief Executive of Bank of America in India from 1998 to 2001. He is an expert
in international finance and from 1981-1990 he was head of Bank of America’s (Oil & Gas) practice
handling relationships with companies like Exxon, Mobil, etc. From 1991-94 as Chief Executive of
BA Asia Limited, Hong Kong he looked after Investment Banking activities for the Bank in Asia. In
1995, he moved to Tokyo as the Regional Executive, managing Bank of America’s business in Japan,
Australia and Korea. From 2001 to 2003 he was Chief Financial Officer of HCL Technologies, India.
Apart from the Company, as on March 31, 2015, Mr. Duggal holds directorship in Four (4) other Indian
Public Limited Companies viz., Info Edge (India) Ltd., Adani Ports and Special Economic Zone Limited,
ITC Limited, ICRA Limited.
As on March 31, 2015, Mr. Duggal holds 7,500 equity shares comprising of 0.00% in the paid up share
capital of the Company.
6.Mr. Lakshmi Chand (DIN-00558169) is an Independent Non-Executive Director on the Board of your
Company. Mr. Lakshmi Chand is a Post Graduate in M.A (Economics) from Punjab University and is a
Law Graduate from Delhi University. He joined Indian Administrative Service, the country’s Premier
Civil Service, in 1969 and was assigned Uttar Pradesh Cadre. Mr. Lakshmi Chand held various
55
important positions in the Government of Uttar Pradesh and in Government of India. During his 36
years of service he served both the Union Government and the State Government whereby he handled
a variety of assignments both at the policy formulation level and at the implementation level. While at
the State level, in addition to the usual assignments of SDM/DM/DIV Commissioner, he worked on the
posts of Secretary/Principal Tourism, Sugar Industry, CMD, UPSRTC and Chairman, Noida, Greater
Noida, UPSIDC, UPFC, UP Nirman Nigam, UP Bridge Corporation, UP Textile Corporation etc. While
at the Center he worked as Dy. Director (Admin) AIIMS, and Joint Secretary, Ministry of Development
of Industrial Policy & Promotion. He retired as Secretary, Ministry of Development of North Eastern
Region on July 31, 2005. He has widely travelled both in India & abroad. After retirement he joined the
National Commission for Denotified, Nomadic & Semi-Nomadic Tribes as Member Secretary for 2 ½
years. He holds Directorship in Echelon Institute of Technology, Faridabad (Haryana).
Mr. Lakshmi Chand does not hold directorship in any other Indian Public Limited Companies except
for Dish Infra Services Private Limited, Wholly Owned Subsidiary of the Company.
As on March 31, 2015 Mr. Lakshmi Chand does not hold any shares in the Company.
7.Mr. Eric Louis Zinterhofer (DIN-01929446) is an Independent Non-Executive member of the Board of
your Company. He co-founded Searchlight Capital Partners, a global private equity firm with offices in
New York, London, and Toronto. He is currently Chairman of the Board of Charter Communications,
Inc. Prior to co-founding Searchlight in 2010, Eric was a senior partner at Apollo Management, L.P.
(“Apollo”) which he joined in 1998. He was a leader of Apollo’s private equity/distressed debt-forcontrol efforts, including initiating/leading investments in companies such as Spectrasite, IESY and
ISH, Telecolumbus and Arena (which formed part of Unity Media), Primacom, Cablecom, IPCS, Alltel,
Charter and Dish TV India, as well as a series of more recent initiatives. Eric served on the Board of
Directors of Affinion Group, Inc., IPCS Inc. and Unity Media GmbH. From 1994-1996, he was a member
of the Corporate Finance Department at Morgan Stanley Dean Witter & Co. From 1993-1994, he was
a member of the Structured Equity Group at J.P. Morgan Investment Management. Eric graduated
Cum Laude from the University of Pennsylvania with BA degrees in Honors Economics and European
History, and received his MBA from Harvard Business School.
Mr. Zinterhofer does not hold directorship in any other Indian Public Limited Companies.
As on March 31, 2015, Mr. Zinterhofer holds 1,500 equity shares comprising of 0.00% in the paid up
share capital of the Company.
8.Mr. Mintoo Bhandari (DIN-00054831) is a Non-Executive Nominee Director of Apollo India Private
Equity II (Mauritius) Limited on the Board of your Company with effect from October 27, 2010. Mr.
Bhandari graduated with an SB in Mechanical Engineering from MIT and with an MBA from the
Harvard Business School
Mr. Bhandari is the Managing Director of AGM India Advisors Private Ltd., the Indian Sub-Advisor to
Apollo Management. Prior to AGM India Advisors Private Ltd., Mr. Bhandari was Managing Director
of The View Group, an India-focused Private Equity Firm. He was an early participant in the sourcing,
execution and development of transactions and enterprises which leveraged operating resources in
India and has been integrally involved with approximately twenty such transactions, several of which
were pioneering in their structure, strategy and timing. Mr. Bhandari was also previously a member
of the private equity team, and later a manager of hedge fund capital at the Harvard Management
Company which manages the endowment of Harvard University. Apart from the Company, as on March 31, 2015, Mr. Bhandari holds directorship as Director in Two (2)
other Indian Public Limited Company viz., Welspun Corp Limited and Welspun Enterprises Limited.
56
As on March 31, 2015 Mr. Bhandari does not hold any shares in the Company.
9.Mr. Utsav Baijal (DIN-02592194) is an Alternate Director to Mr. Mintoo Bhandari on the Board of your
Company with effect from October 18, 2012. He is a Principal at Apollo Management International,
having joined the firm in 2008. Mr. Baijal joined Apollo in its New York office and worked actively
on distressed investments before moving to India in 2009. Prior to Apollo, Mr. Baijal was with the
private equity group at Bain Capital in Boston, where he was focused on investments in the consumer
and retail segments. Mr. Baijal spent five years with McKinsey & Company and was the founding
member of that firm’s corporate finance practice in India. He worked extensively on corporate
M&A assignments in India, Hong Kong and China. Mr. Baijal graduated summa cum laude from St.
Stephen’s College/University of Delhi with a BA in economics. He also completed his MBA from Indian
Institute of Management, Ahmedabad, where he was an Industry Scholar
As on March 31, 2015, Mr. Baijal holds directorship in Two (2) other Indian Public Limited Companies
viz., Welspun Corp Limited and Welspun Tradings Limited.
As on March 31, 2015, Mr. Baijal does not hold any shares in the Company.
10.
Dr. Rashmi Aggarwal (DIN No-07181938) is an Additional Non-Executive Independent Women
Director on the Board of the Company with effect from May 26, 2015. Dr. Aggarwal is a Bachelor of
Science, a Law Graduate, Masters in Law, and a Ph. D (Patents Law) from Law Department, Punjab
University, Chandigarh. She started her career as an Advocate in the Punjab and Haryana High Court
and Supreme Court of India and then joined Amity Business School, Noida as a faculty. She is currently
a faculty in the area of Economics, Environment and policy at IMT Ghaziabad and visiting faculty with
IIMs and management institutes in France and Dubai. She is the Chairperson for the 2 years PDGM
Program at IMT Ghaziabad.
Dr. Aggarwal research interests are in the area of Cybercrimes, Intellectual Property Rights,
Corporate laws and Corporate Governance. Her publications includes books, 32 international
research publications, 20 book chapters, book reviews, case studies with Harvard on Maruti Suzuki
Industry Limited-Industrial Relations, and other publications in the area of Cyber Crime in India,
Airasia: India Entry, Failure of Touchpad: An HP Case Story, Tax me not: Vodafone’s Plea to India,
Directors remuneration to her credit. Dr. Aggarwal has presented her research work in national and
international conferences in India and abroad including USA, Japan, UK, Hong Kong, and Italy.
She has been a Program Director for various management training programmes like Arbitration and
Conciliation in commercial contracts, IPR and Management in collaboration with CII, Compensation
and Benefit Program with HCL Technologies, Intellectual Property Rights and Global Competitiveness
etc. Apart from the Company, as on May 26, 2015(Date of Appointment), Dr. Aggarwal does not hold
Directorship in any other Indian Public Limited Company nor does she holds any equity shares in the
Company.
As on the date of her appointment with the Company, Dr. Aggarwal does not hold any shares in the
Company.
BOARD COMMITTEES
Your Board has constituted Committees for smooth and efficient operation of day-to-day business of the
Company. These Committees play a crucial role in the governance structure of the Company and have been
constituted to deal with specific areas/ activities which concern the Company and need a closer review. Each
Committee of the Board is guided by and operates under the terms of reference, which has been framed in
compliance with applicable laws defining the scope, powers and composition of the Committee. The minutes
of the meetings of all the Committees are placed before the Board. The Board Committees can request special
invitees to join the meeting, as appropriate.
57
a)
Audit Committee
Composition
In compliance with Section 177 of the Companies Act, 2013 read with rules made thereto and Clause 49
of the Listing Agreement, the Audit Committee of the Board comprises of 4 (Four) members, 3 (three)
of whom are Independent Directors, with Mr. B.D. Narang, Non-Executive Independent Director, as its
Chairman.
The details of current composition of the Audit Committee, is as detailed under:
Name of the Director
B. D. Narang
Arun Duggal
Mintoo Bhandari
Lakshmi Chand
Designation
Chairman
Member
Member
Member
Category
Independent
Independent
Non-Executive Nominee
Independent
Date of Appointment
January 6, 2007
January 6, 2007
October 27, 2010
October 1, 2012
Scope and Terms of Reference of Audit Committee
The role and powers of the Audit Committee is as set out in the Clause 49 of the Listing Agreement and
Section 177 of the Companies Act, 2013 read with rules made thereto. The brief terms of reference of the
Audit Committee inter alia include:
a)
Monitoring the end use of funds raised through public offers and related matters.
b)The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the company.
c)The Audit Committee shall have authority to investigate into any matter within its scope / terms of
reference or any matter referred to it by the Board and for this purpose shall have power to obtain
professional advice from external sources and have full access to information contained in the records
of the company.
d)
e)Transaction proposed to be entered into by the Company with related parties and approve such
transactions including any subsequent modifications thereto.
f)Recommends proposals for appointment and remuneration payable to the Statutory Auditor and
Internal Auditor.
g)To review the financial statements, in particular, the investments made by the unlisted subsidiary
Company.
Functioning of the Whistle Blower and Vigil Mechanism Policy.
The Audit Committee also reviews adequacy of disclosures and compliance with all relevant laws and
compliance with requirements of Clause 49 of the Listing Agreement. The Audit Committee also reviews
operations of Subsidiary Companies viz., its financial statements, significant related party transactions
and statement of investments.
58
Audit Committee Meetings
In addition to the Audit Committee members, the Audit Committee meetings are generally attended by
the Managing Director, Company Secretary, Chief Executive Officer, Chief Financial Officer, Statutory
Auditors and Internal Auditors of the Company. The Company Secretary acts as the Secretary of the Audit
Committee.
During the year under review, the Audit Committee met at least once in each quarter and the maximum
time gap between two Audit Committee meetings did not exceed the limit prescribed in Clause 49 of the
Listing Agreement.
The Audit Committee met six (6) times during the year under review i.e. on May 27, 2014, July 22, 2014,
August 26, 2014, October 29, 2014, January 22, 2015 and March 20, 2015. The necessary quorum was
present for all the meeting held during the year.
Names of the
Committee Members
B D Narang
Arun Duggal
Ashok Kurien*
Mintoo Bhandari
Lakshmi Chand
Utsav Baijal
Whether attended last
AGM (Y/N)
Meeting Details
Held during the
tenure of Director
Attended
% of Total
6
6
6
6
6
6
5
5
1
2
6
1
83.33
83.33
16.67
33.33
100
16.67
N
Y
Y
N
Y
N
*Ceased to be a member of the Committee w.e.f May 27, 2014
Mr. B D Narang, Chairman of the Audit Committee was not present at the 26th Annual General Meeting of
the Company held on September 29, 2014 due to his pre-occupation.
Internal Audit
At the Board Meeting held on May 26, 2015, upon the recommendation of the Audit Committee, Pro Advisory
India LLP was re-appointed as the Internal Auditor for the Financial Year 2015-16. The Company’s system
of internal controls covering financial, operational, compliance, IT, HR, Service, etc., are reviewed by the
Internal Auditors from time to time and presentations are made by the them before the Audit Committee
on quarterly basis.
Your Company’s Audit Committee inter alia, reviews the adequacy of Internal Audit function, the Internal
Audit reports and reviews the internal control processes and systems. The Audit Committee is provided
necessary assistance and information to render its function efficiently.
b)
Nomination and Remuneration Committee
Composition
In compliance with Section 178 of the Companies Act, 2013 read with rules made thereto, ‘Nomination
and Remuneration Committee’ of the Board comprises of 4 (Four) members, 3 (three) of whom are
Independent Directors with Mr. B D Narang, Non-Executive Independent Director as its Chairman. The
Company Secretary acts as the Secretary of the Committee.
The details of current composition of the Nomination and Remuneration Committee, is as detailed under:
Name of the Director
B D Narang
Arun Duggal
Lakshmi Chand
Ashok Kurien
Designation
Chairman
Member
Member
Member
Category
Independent
Independent
Independent
Non-Executive
Date of the Appointment
May 27, 2014
May 27, 2014
May 27, 2014
May 27, 2014
59
Terms of Reference
The brief terms of reference of the Nomination and Remuneration Committee inter alia include:
1)Formulation of guidelines for evaluation of candidature of individuals for nominating and/or appointing
as a Director on the Board including but not limited to recommendation on the optimum size of the
Board, age / gender / functional profile, qualification / experience, retirement age, number of terms
one individual can serve as Director, suggested focus areas of involvement in the Company, process
of determination for evaluation of skill sets, etc. and to devise a policy on Board diversity.
2)To identify persons who are qualified to be appointed as KMP and in Senior Management in accordance
with the criteria laid down and recommend to the Board their appointment.
3)
4)Recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial
Personnel and other Employees;
5)To approve Remuneration of Directors, Key Managerial Personnel, Senior Management and Senior
Employees (employees one level below KMP) and to approve promotion / increments / rewards /
incentives for the said employees;
6)
7)Decide and approve grant of Stock Options, including terms of grant etc under the Company’s
Employee Stock Option Scheme
Remuneration Policy
Formulation of the process for evaluation of functioning of the Board – individually and collectively;
To note the information on appointment and removal of KMP and senior officers;
The guiding principle of the remuneration policy of the Company is that the remuneration and other terms
of engagement / employment shall be competitive enough to ensure that the Company is in a position to
attract, retain and motivate right kind of human resource(s) for achieving the desired growth set by the
Company’s management year on year thereby creating long-term value for all stakeholders of the Company.
An extract of the Remuneration Policy approved by the Nomination and Remuneration Committee of the
Board has been included as a part of this Annual Report.
Attendance at Nomination and Remuneration Committee Meetings
During the year under review, the Remuneration Committee met (6) six times viz May 27, 2014, August 26,
2014, September 29, 2014, October 29, 2014, January 22, 2015 and March 20, 2015.
Names of the Committee Members
B D Narang
Arun Duggal
Lakshmi Chand
Ashok Kurien
Meeting Details
Held during the
tenure of Director
Attended
% of Total
6
6
6
6
4
6
6
6
66.66
100
100
100
In addition to the Nomination & Remuneration Committee members, the Meetings of the Committee are
generally attended by the Managing Director, Chief Executive Officer and Chief Financial Officer of the
Company.
60
Remuneration paid to Executive Directors
Your Board currently comprises of one Executive Director viz. Mr. Jawahar Lal Goel, Managing Director.
The details of remuneration paid to Mr. Jawahar Lal Goel, Managing Director of the Company during the
year ended March 31, 2015 is as below:
Gross salary (As per Income tax act):
Salary
Perquisites
Others (Contribution to Provident Fund)
Total
` In Lakhs
79.30
5.58
5.12
90.00
Mr. Jawahar Lal Goel, Managing Director of your Company has been re-appointed with effect from January
6, 2013 for period of 3 years in terms of Special Resolution passed by the shareholders with requisite
majority on October 17, 2012, and the said appointment has been approved by Ministry of Corporate Affairs
(‘MCA’), Government of India, as per applicable provisions of the Companies Act, 1956. The MCA, vide
its approval letter no. B56516156 / 2 / 2012 – CL – VII dated December 5, 2012, has approved the re –
appointment of Mr. Goel for a period of three years with effect from January 6, 2013, at a remuneration of
` 90 Lakhs per annum.
Remuneration to Non-Executive Directors
During the Financial Year 2014-15, the Non-Executive Directors were paid sitting fee of ` 20,000 for
attending each meeting of the Board of Directors and ` 15,000 for attending each Committee meeting. In
accordance with the provisions of Companies Act, 2013, the sitting fees payable to Non-Executive Directors
has been revised to ` 30,000 per meeting of the Board of Directors and ` 20,000 per Committee meeting.
Particulars of Sitting Fee paid to Non-Executive Directors of the Company for Financial Year 2014-15 are
as under:
(` in Lakhs)
Name of Directors
Sitting Fees
Mr. Arun Duggal
3.35
2.85
0.20
Mr. Lakshmi Chand
Total
3.75
10.15
Mr. Ashok Kurein
2.85
Mr. Mintoo Bhandari
1.05
Dr. Subhash Chandra
0.20
Mr. Utsav Baijal (Alt to Mintoo Bhandari)
0.35
Total
Grand Total
4.45
14.60
At the Board Meeting held on August 28, 2008, Non-Executive Independent Directors were granted 7,500
Stock Options each (convertible into equivalent number of Equity Shares of ` 1 each of the Company) at
an exercise price equivalent to Market Price as on the date of grant of Option i.e. ` 37.55 per Stock Option,
in terms of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999.
61
Particulars of Stock Options granted and exercise thereof as at March 31, 2015 is as under:
Name of the Directors
Category
B D Narang
Arun Duggal
Independent
Independent
Independent
No. of options
granted
7500
7500
7500
Options
Vested
7500
7500
7500
Options
Exercised
7500
7500
1500
During the year under review, no new stock options have been granted to the Non-Executive Independent
Directors under ESOP - 2007 Scheme of the Company.
As on March 31, 2015, the Non-Executive Directors of your Company held the following shares in the
Company:
Name of the Non–Executive / Independent Directors
Subhash Chandra
B D Narang
Arun Duggal
Ashok Kurien
Mintoo Bhandari
Lakshmi Chand
No. of Shares held
Nil
7,500
7,500
1,174,150
1,500
Nil
Nil
The Independent Directors of the Company do not have any other material pecuniary relationships or
transactions with the Company or its Directors, Senior Management, Subsidiary or Associate, other than
in normal course of business.
c)
Stakeholders Relationship Committee
Composition
In compliance with Section 178 of the Companies Act, 2013 read with rules made thereto and Revised
Clause 49 of the Listing Agreement the “Stakeholders Relationship Committee” of the Company comprises
of Mr. Ashok Kurien, Non-Executive Director as its Chairman and Mr. Jawahar Lal Goel, Managing Director
as its Member. The Company Secretary, acts as the Secretary of the Committee.
Terms of Reference
The brief terms of reference of the Stakeholders Relationship Committee inter alia include:
a)
b)To specifically look into the redressal of grievances of shareholders, investors, debenture holders and
other security holders;
c)
d)To consider and resolve the grievances of security holders of the company, including complaints
related to transfer of shares, issue of Duplicate Share Certificates, non-receipt of balance sheet, nonreceipt of declared dividends and other shares related matters.
To approve transfer of shares;
To provide adequate and timely information to shareholders;
The Committee has delegated the power of approving requests for transfer, transmission, rematerialisation,
and dematerialization etc. of shares of the Company to the executives of the Company.
62
Meeting and Attendance during the year
During the year under review, Stakeholders Relationship Committee met (3) three times i.e. on May 27, 2014,
October 29, 2014 and January 22, 2015. The meetings were attended by all the members of the Committee.
Details of number of Complaints received and resolved/replied during the year ended March 31, 2015, are
as under:
Nature of Correspondence
Non-receipt of Shares
Non-receipt of Annual report
Non-receipt of Dividend Payment
Non-Receipt of fractional payment
Non-receipt of call payment confirm
Complaint lodged with SEBI
Complaint lodged with ROC
Complaint lodged with NSE/BSE
Total
d)
Budget Committee
Composition
Received
0
4
3
0
0
0
0
0
7
Replied Resolved
0
4
3
0
0
0
0
0
7
Pending
Nil
The Budget Committee was constituted on January 22, 2010 and comprises of Mr. Jawahar Lal Goel,
Managing Director as its Chairman, Mr. Mintoo Bhandari, Non-Executive Nominee Director and Mr. Ashok
Kurien, Non-Executive Director as its members.
The Committee is entrusted with the power to consider, review and approve the Company’s Annual Budget
and Business Plan, and recommend the same to the Board of Directors and to review, ratify and approve
variation(s) in any particular revenue budgeted line item from the approved budget for that particular item.
In addition to the Budget Committee members, the Meetings of the Committee are generally attended by
the Chief Executive Officer and Chief Financial Officer of the Company. The Company Secretary acts as
Secretary to the Committee.
Meeting and Attendance during the year
During the period under review, the Budget Committee met on March 20, 2015. The meeting was attended
by Mr. Ashok Kurien and Mr. Mintoo Bhandari.
e)
Meeting of Independent Directors
The Independent Directors of the Company meet at least once in a year without the presence of the
Executive Directors. During the FY 2014-15 1 (one) meeting of the Independent Directors of the Company
was held on March 20, 2015. The meeting was attended by all the Independent Directors except Mr. Eric
Louis Zinterhofer.
Other Board Committees
In addition to the above committees, your Board has constituted the following Committees:
1.Corporate Social Responsibility Committee comprises of Mr. B. D. Narang Independent Director as
its chairman, Mr. Jawahar Lal Goel, Managing Director and Mr. Arun Duggal Independent Director as
its members. The Committee has formulated and recommended to the board, a CSR policy indicating
the activity or activities to be undertaken by the Company as per applicable provisions of Section
135 read with Schedule VII of the Companies Act, 2013 and rules made thereto. During the period
under review, the Corporate Social Responsibility Committee met on March 20, 2015. The meeting
was attended by Mr. B D Narang and Mr. Arun Duggal.
2.Finance Committee comprises of Mr. Jawahar Lal Goel, Managing Director, Mr. Arun Duggal, NonExecutive Independent Director and Mr. Ashok Kurien, Non-Executive Director as members. The
63
Committee facilitate monitoring and expediting fund raising process of the Company, from time to
time. The Finance Committee inter alia considers and approve financing facilities offered and/or
sanctioned to the Company by Banks and/or Indian Financial Institutions. The Company Secretary
acts as Secretary to the Committee.
3.Corporate Management Committee comprising of Key Executives including the Managing Director,
CEO and CFO of the Company, to review, approve and/or grant authorities for managing day-to-day
affairs of the Company within the limits delegated by the Board. The Company Secretary acts as
Secretary to the Committee.
4.Cost Evaluation and Rationalization Committee evaluates various options to rationalize the cost
and work out the ways to increase the productivity / enhance the Average Return. Cost Evaluation
& Rationalization Committee comprises of senior executives including the Managing Director as its
member.
The Board has provided for detailed guidelines on constitution, quorum, scope and procedures to be followed by
these Committees in discharging their respective functions. Minutes of the proceedings of Committee meetings
are circulated to the Board members and are placed for record by the Board at its subsequent Meeting.
BOARD EVALUATION
The Nomination and Remuneration Committee and the Board at their meetings held on March 20, 2015, approved
the Performance evaluation Policy (For Board, Individual Directors, Chairperson, Committees of Board) and laid
down criteria for performance evaluation of Directors, Chairperson, Managing Director, Board Level Committees
and Board as a whole and also the evaluation process for the same. A separate exercise was carried out to
evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on
parameters such as level of engagement and contribution, effective participation in Board/Committee Meetings,
independence of judgement, safeguarding the interest of the Company and its minority shareholders, providing
of expert advice to Board, provide deliberations on approving related party transactions etc.
In compliance with the requirements of Clause 49 of the Listing Agreement and Section 149 read with Schedule
IV of the Companies Act, 2013, the Independent Directors of the Company met on March 20, 2015 to review the
performance of the Chairman and other Non-Independent Directors, evaluate performance of the Board as a
whole and review flow of information between the management and the Board.
Based on such report of the meeting of Independent Directors and taking into account the views of executive
directors and non-executive directors, the Board evaluated its performance on various parameters such
as Board composition and structure, effectiveness of board processes, effectiveness of flow of information,
performance and contributions of each Directors etc. The performance of each committee has been evaluated
and found to be satisfactory.
On the basis of this exercise, the Nomination and Remuneration Committee and the Board, after recognizing
the important contribution being made by each Independent Directors, decided that all Independent Directors
should continue to be on the Board.
SUBSIDIARY COMPANIES’ MONITORING FRAMEWORK
The Company’s subsidiary Companies viz., Dish T V Lanka (Private) Limited and Dish Infra Services Private
Limited are managed by a well constituted Board, which provide direction and manages the Companies in
the best interest of their stakeholders. The Company has one material unlisted Indian subsidiary viz. Dish
Infra Services Private Limited. The Company has nominated Mr. Lakshmi Chand, an Independent Director of
the Company on the Board of Dish Infra Services Private Limited. The Company monitors the performance of
subsidiary companies, inter alia, by:
64
a)Reviewing the Financial Statements, in particular investments made by the Unlisted Subsidiary Company
(ies), on quarterly basis by its Audit Committee.
b)
Taking note of the minutes of the Board Meeting of Unlisted Subsidiary Company (ies) at its Board meeting.
c)
Taking on record/reviewing significant transactions and arrangements entered into by the Unlisted
Subsidiary Company (ies).
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Dr. Subhash Chandra, Non-Executive Director and Chairman of the Board and Mr. Jawahar Lal Goel, Managing
Director are related as brothers. Apart from them, no other Directors, are, in any way related to each other.
POLICIES
In compliance with the requirements of Clause 49 of the Listing Agreement, SEBI regulations and Companies
Act, 2013, Board of Directors of the Company has approved various policies, as detailed herein:
Whistle Blower and Vigil Mechanism Policy
As per Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Whistle Blower and
Vigil Mechanism Policy has been approved and implemented within the organization. The policy enables the
Employees and Directors to raise and report concerns about unethical behavior, actual or suspected fraud of any
Director and/or Employee of the Company or any violation of the Code of Conduct. This Policy is also available on
the Company’s website and is accessible at http://www.dishtv.in/Pages/Investor/Corporate-Governance.aspx.
Further during the year under review, no case was reported under the Vigil Mechanism.
Code of Conduct
The Company has adopted a Code of Conduct for the Members of the Board and Senior Management. All the
Directors and senior functionaries, as defined in the Code, provide their annual confirmation of compliance with
the Code. Copy of the Code is also available on the Company’s website and is accessible at http://www.dishtv.in/
Pages/Investor/Corporate-Governance.aspx.
A declaration affirming compliance with the Code of Conduct by the Members of the Board and Senior
Management Personnel is given below
Declaration pursuant to Clause 49 of the Listing Agreement
I, confirm that the Company has obtained from all Directors and Senior Management Personnel of the
Company their affirmation of compliance with the ‘Code of Conduct for Members of the Board and Senior
Management’ of the Company for the Financial Year ended March 31, 2015.
R C Venkateish
Noida, July 28, 2015
Related Party Transaction Policy
In compliance with the requirements of Clause 49 of the Listing Agreement, the Board of Directors of the
Company has approved a Related Party Transaction Policy, which is in compliance with the applicable provisions
of law including the provisions of the Companies Act, 2013. The said Related Party Transaction Policy is also
available on the Company’s website and is accessible at http://www.dishtv.in/Pages/Investor/CorporateGovernance.aspx.
Policy for determining Material Subsidiaries
In compliance with the requirements of Clause 49 of the Listing Agreement, the Board of Directors of the
Company has approved a Policy for determining Material Subsidiaries. The said policy determine material
subsidiaries of the Company and provide a governance framework for them. The said Policy is also available on
the Company’s website and is accessible at http://www.dishtv.in/Pages/Investor/Corporate-Governance.aspx.
65
Policies and Code as per SEBI Insider Trading Regulations
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and
approved (i) an Insider Trading Code to regulate dealing in the securities of the Company by designated persons in
compliance with the regulations; and (ii) a Policy for Fair Disclosure of Unpublished Price Sensitive Information.
Mr. Ranjit Singh, Company Secretary and Compliance Officer of the Company is Compliance officer for the
purposes of Insider Trading Code, while Mr. Rajeev K Dalmia, Chief Financial Officer of the Company has been
appointed as Chief Investor Relations Officer for the purpose of Fair Disclosure policy. The said code and Policy
is also available on the Company’s website and is accessible at http://www.dishtv.in/Pages/Investor/CorporateGovernance.aspx.
Familiarisation Program for Independent Directors
Independent Directors of the Company have been familiarized with their roles, rights and responsibilities in the
Company as well as with the nature of industry and business model of the Company through induction programs
at the time of their appointment as Directors. To familiarize the Directors with strategy, operations and functions
of the Company, the senior managerial personnel make presentations about Company’s strategy, operations,
product offering, market, technology, facilities and risk management. The Board including all Independent
Directors are provided with relevant documents, reports and internal policies to enable them to familiarise
with the Company’s procedures and practices from time to time besides regular briefing by the members of the
Senior Management Team.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management discussion and analysis is provided separately as a part of this Annual Report.
DISCLOSURE REGARDING APPOINTMENT / RE-APPOINTMENT OF DIRECTORS
Dr. Rashmi Aggarwal was appointed as an Additional Director by the Board at its meeting held on May 26, 2015.
The members of the Company, at the ensuing Annual General Meeting, shall be considering the appointment of
Dr. Rashmi Aggarwal, as an Independent Director of the Company. Further, the members, at the ensuing Annual
General Meeting, shall be considering the re-appointment of Mr. Ashok Kurien as Non-Executive Director, who
is retiring at the ensuing Annual General Meeting. The detailed profile of the Directors have been provided
above.
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
As enunciated by Clause 49 of the Listing Agreement, the Statutory Auditors’ Certificate confirming compliance
with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed in
this Annual Report.
CEO / CFO CERTIFICATION
In terms of the provisions of Clause 49 (IX) of the Listing Agreement entered by the Company with the Stock
Exchanges, the certification on the financial statements of the Company, as certified by the Chief Executive
Officer and Chief Financial Officer of your Company is annexed in this Annual Report.
GENERAL MEETINGS
66
The 27th Annual General Meeting of your Company for the Financial Year 2014-15 will be held at 11:30 AM on
Tuesday, the 29th day of September, 2015 at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2,
A. P. S. Colony, Delhi Cantt, New Delhi – 110 010.
Details of Annual General Meetings held during last 3 years are as follows:
Financial Year
Ended
March 31, 2014
March 31, 2013
March 31, 2012
Day, Date & Time
Venue
Monday, September 29,
2014, 11:30 AM
Dr. Sarvepalli Radhakrishnan Auditorium,
Kendriya Vidyalaya No. 2, A.P.S.Colony
Delhi Cantt, New Delhi – 110 010
Friday, August 23, 2013, Dr. Sarvepalli Radhakrishnan Auditorium,
11:00 AM
Kendriya Vidyalaya No. 2, A.P.S.Colony
Delhi Cantt, New Delhi – 110 010
Thursday, August 9, 2012, NCUI Auditorium, 3, Siri Institutional
11:00 AM
Area, August Kranti Marg,
New Delhi – 110 016
Special Resolution
Passed
None
None
None
None of the resolutions proposed at the ensuing Annual General Meeting needs to be passed by Postal Ballot in
terms of Section 110 of the Companies Act, 2013, read with Rules made thereunder.
POSTAL BALLOT
During the year under review, your Company sought the approval of the Shareholders through the Postal Ballot
Mechanism for the below mentioned resolutions proposed by the Company vide Postal Ballot Notice dated July
22, 2014 and October 29, 2014. The Postal Ballot was conducted in terms of the procedure provided under Section
110 of Companies Act, 2013 read with Rules made thereunder, as amended from time to time. The results on
the voting conducted through Postal Ballot process were declared on September 10, 2014 and February 3, 2015
respectively. The Resolutions passed through Postal Ballot and the voting pattern (Postal Ballot & e-voting) of
each such resolution is mentioned hereunder:
Resolutions passed on September 10, 2014 and Voting Pattern thereof
S. Particulars of Resolution
% of Votes
No.
In favour Against
1. Special Resolution under Section 180 (1)(c) of the Companies Act, 2013 read with 98.1697
1.8303
rules made thereunder, to authorize the Board of Directors, pursuant to new
provisions of Companies Act, 2013 to borrow upto ` 3,000 Crores over and above
the paid up share capital and free reserves of the Company.
2. Special Resolution under Section 180 (1)(a) of the Companies Act, 2013 read with 98.1746
1.8254
rules made thereunder, to authorize the Board of Directors, pursuant to new
provisions of Companies Act, 2013, for creation of charge/mortgage on assets of
the Company upto an amount of ` 3,000 Crores.
3. Special Resolution pursuant to the provisions of Sections 42 and 71 of the Companies 98.2634
1.7366
Act, 2013 read with rules made thereunder, to offer or invite for subscription of
Non-Convertible debentures on private placement basis upto ` 500 Crores.
4. Special Resolution pursuant to the provisions of Section 186 of the Companies 97.6852
2.3148
Act, 2013 read with rules made thereunder, to authorize the Board of Directors for
making/giving any loan or guarantee/ providing upto ` 500 Crores.
Resolutions passed on February 3, 2015 and Voting Pattern thereof
Sr. Particulars of Resolution
% of Votes
No.
In favour Against
1.
Special Resolution under Section 180 (1)(a) and other applicable provisions, if any,
of the Companies Act, 2013, for sale/transfer of the Company’s Non-Core Business
(including set top boxes, dish antenna and related services) to its wholly owned
Subsidiary , as a Going concern basis.
99.9967
0.0033
67
The result of the above mentioned postal ballots were declared on September 10, 2014 and February 3, 2015
respectively, and the same were published in “Business Standard” (English all edition) and “Business Standard”
(Hindi Delhi edition) on September 11, 2014 and February 4, 2015 respectively.
Procedure followed for Postal Ballot
The procedure prescribed under Section 110 of the Companies Act, 2013, read with Rules made thereunder was
adopted for the Postal Ballot.
In compliance with aforesaid provisions, your Company offered E-Voting facility as an alternate/option, for voting
by the Shareholders, in addition to the option of physical voting, to enable them to cast their votes electronically
instead of dispatching Postal Ballot Form. Each Shareholder/Member had to opt for exercising only one mode
for voting i.e. either by Physical Ballot or by e-voting. In case of Shareholder(s)/Member(s) who casted their vote
via both modes i.e. Physical Ballot as well as e-voting, voting done through a valid Physical Postal Ballot Form
was treated as prevailing over the e-voting of that Shareholder/Member. Mr. Jayant Gupta and Ms. Neelam
Gupta, Practicing Company Secretary(ies) were appointed as the Scrutinizer(s) to conduct the postal ballot
process for which the results were declared on September 10, 2014 and February 3, 2015 respectively.
DISCLOSURES:
(a) Basis of Related Party Transactions
During the Financial Year 2014-15 there were no materially significant related party transactions i.e.
transactions material in nature, between the Company and its Promoters, Directors or Key Managerial
Personnel or their relatives etc. having any potential conflict with interests of the Company at large or any
transaction which was not on arm’s length and / or in ordinary course of business. The Company places all
the relevant details before the Audit Committee and the Board on Quarterly and Annual Basis.
(b) Risk Management
Your Company has put in place procedures and guidelines to inform the Board members about the risk
assessment and minimization procedures. Such procedures are periodically reviewed in light of industry
dynamics to ensure that executive management controls risk through means of a properly defined
framework.
The Company has in place a risk management policy and the same is periodically reviewed by the Board of
Directors. The Risk Management and Internal Control is discussed in detail in the Management Discussion
and Analysis that forms part of this Annual Report.
(c) Proceeds from public issues, rights issues, preferential issues etc.
In terms of clause 49 VIII (F) of the Listing Agreement, if a Company raises any Capital through an issue
(public issues, rights issues, preferential issues etc.), then it shall disclose to the Audit Committee, the
uses / applications of funds on a quarterly basis as a part of their quarterly declaration of financial results.
Further, on an annual basis, the Company shall prepare a statement of funds utilized for purposes other
than those stated in the offer document/prospectus/notice and place it before the Audit Committee till such
time that the full money raised through the issue has been fully spent. This statement shall be certified
by the Statutory Auditors of the Company. Furthermore, where the Company has appointed a monitoring
agency to monitor the utilization of proceeds, it shall place before the Audit Committee the monitoring
report of such agency.
68
As per the disclosure requirements required under clause 49 VIII (F) of the Listing Agreement, the utilization
of Rights Issue proceeds is placed before the Board and Audit Committee on quarterly and annual basis.
The utilization of Right issue proceeds is duly certified by the Statutory Auditors on half yearly basis and
Annual basis. The 12th Monitoring Report issued by the Monitoring Agency for the period July 2014 to
December 2014 containing the report on the revised manner of utilization of Right Issue proceeds, as
approved by the Board, was placed before the Audit Committee and the Board and the same was recorded
by the Committee and the Board at their respective meetings and necessary compliance in this regard have
been carried out. Similarly, the utilization of proceeds arising out of Global Depository Receipts proceeds
are also placed before the Audit Committee and Board on quarterly and annual basis.
(d)Details of non-compliance by the company, penalties, strictures imposed on the company by Stock
Exchange or SEBI or any Statutory Authority
There has not been any non-compliance by the Company and no penalties or strictures have been imposed
by SEBI or Stock Exchanges or any other statutory authority on any matter relating to capital markets,
during the last three years.
(e) Whistle Blower policy (Vigil Mechanism)
The Company promotes ethical behavior in all its business activities and has put in place a mechanism
of reporting illegal or unethical behavior. The Company has laid down a Whistle Blower Policy and the
employees aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit
Committee. In terms of the said policy, no personnel has been denied access to the Audit Committee of the
Board.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. In addition
to the above, the Company has complied with the following non-mandatory requirements of Clause 49 of the
Listing Agreement as detailed hereunder:
1.
Audit Qualification - The financial statements of the Company are unqualified.
2.Separate Posts of Chairman and CEO – The Board currently consists of separate persons to the post of
Chairman, Managing Director and Chief Executive Officer.
3.Reporting of Internal Auditor – The Internal Auditor reports directly to the Audit Committee and make
comprehensive presentations at the Audit Committee meeting on the Internal Audit Report.
MEANS OF COMMUNICATION
Quarterly and Annual Financial Results: Pursuant to Clause 41(I)(f) of the Listing Agreement, the Company
furnishes the quarterly un-audited as well as Annual Audited Financial Results, both by way of post, fax (within
15 minutes of closure of the Board Meeting) as well as by online filings, to both the Stock Exchanges i.e. BSE
& NSE. Such information has also been simultaneously displayed in the ‘Investor Information’ section on the
Company’s corporate website i.e. www.dishtv.in.
Quarterly and Annual financial results including other statutory information are normally published in an
English daily viz. ‘Business Standard’ and in a vernacular language newspaper viz. ‘Business Standard’.
Presentations to Institutional Investors/Analysts: Official press releases and presentations made to
institutional investors or to the analysts are displayed on Company’s corporate website, www.dishtv.in.
Website: Pursuant to Clause 54 of the Listing Agreement, the Company’s website www.dishtv.in contains a
dedicated functional segment called ‘investor information’ where all the information needed by shareholders is
available including Press Releases, Shareholding Pattern and Annual Reports.
Annual Report: Annual Report is circulated to members and other concerned including Auditors, Equity
Analyst etc. Further, the Management Discussion and Analysis (MDA) Report, highlighting operations, business
performance, financial and other important aspects of the Company’s functioning, forms an integral part of the
Annual Report.
Chairman’s Speech: The Chairman’s Speech forms part of the Annual Report and is also placed on the
Company’s website at www.dishtv.in
69
Investor Conference Calls: Every quarter, post the announcement of financial results, conference calls are held
with Institutional Investors and Analysts. These calls are addressed by the Managing Director, CEO, CFO and
VP – Finance and Investor Relations. Transcripts of the calls are also posted on the website of the Company.
NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre:
Your Company has been regularly uploading information related to its financial results, periodical filings like
shareholding pattern, corporate governance report and other communications on the online portal NEAPS
(National Electronic Application Processing System), a web based filing system designed by the National Stock
Exchange (NSE) and BSE’s Listing Centre, a web based application designated for corporate by BSE Limited.
GENERAL SHAREHOLDER INFORMATION
The necessary information is provided in Shareholders’ Information Section of this Annual Report.
Auditors’ certificate on compliance with the conditions of corporate
governance under clause 49 of the lsting agreement
To,
The Members of
We have examined the compliance of conditions of corporate governance by Dish TV India Limited (“the
Company”), for the year ended March 31, 2015, as stipulated in clause 49 of the Listing Agreement of the
Company with the stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and based on the
representations made by the Directors and the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above mentioned listing agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Walker Chandiok & Co. LLP
(Formerly Walker, Chandiok & Co)
Chartered Accountants
Firm Registration No.: 001076N/N500013
per David Jones
Partner
Membership No.: 098113
Place: Noida
Date: 28 July 2015
70
Shareholders’ Information
This section inter alia provides information pertaining to the Company, its shareholding pattern, means of
dissemination of information, share price movements and such other information in terms of Point no. 9 of
Annexure XII of Clause 49 of the Listing Agreement relating to Corporate Governance.
A.
Annual General Meeting
Date & Day
Venue
Time
Last date of receipt of Proxy Form
Book Closure
: Tuesday, September 29, 2015
: Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya
No. 2, A.P.S.Colony, Delhi Cantt, New Delhi – 110 010
: 11:30 AM
: Sunday, September 27, 2015
: Wednesday, September 23, 2015 to Tuesday, September 29, 2015
(both days inclusive)
B.
Financial Year : 2014-15
C.
Registered Office:
Essel House, B-10, Lawrence Road Industrial Area, Delhi -110 035
Tel: +91-11-27156040/41/43, Fax: + 91-11-27156042, Website: www.dishtv.in
Email: [email protected], CIN: L51909DL1988PLC101836
D.
Address for Correspondence:
FC – 19, Sector 16A, Noida – 201 301, U.P., India
Tel: + 91 -120-2467000, Fax: +91-120-4357078
E-mail: [email protected], CIN: L51909DL1988PLC101836
Investor Relation Officer: Mr. Ranjit Srivastava - Dy. Company Secretary
Dish TV India Limited, FC-19, Sector 16A, Noida - 201 301,U.P., India
Tel: + 91 -120-2467000, Fax: +91-120-4357078
Email: [email protected], CIN: L51909DL1988PLC101836
xclusive E-Mail ID for Investor Grievances: The Company has designated the following e-mail id for
E
communicating investors’ grievances: [email protected]
E.
Listing details of Equity Shares:
The Equity Shares are at present listed at the following Stock Exchanges:
Name of the Stock Exchanges
National Stock Exchange of India Limited (NSE)
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
ISIN at NSDL / CDSL: INE 836 F 01026 (Equity shares of ` 1 each, fully paid up)
F.
GDRs Details
Stock Code / Symbol
(Fully Paid Shares)
DISH TV
532839
During the Financial Year 2009-10, Global Depository Receipt (GDR) Offer of the Company for 117,035
GDRs opened for subscription at a price of US $ 854.50 per GDR. Each GDR represent 1000 fully paid
equity shares. Upon subscription of the GDR, the Company issued and allotted 117,035,000 fully paid equity
shares of ` 1 each underlying Global Depository Receipts (“GDRs”) on November 30, 2009. 117,035 Global
Depository Receipts have been listed on the Euro MTF market on December 1, 2009. As on March 31, 2015,
71
85,035 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up
share capital of the Company.
The detail of the GDRs and listing thereof as on March 31, 2015 is as under:
Listed at
Societe DE LA Bourse De Luxembourg
Société Anonyme,
11, Av De La Porte – Neuve,
L-2227, Luxembourg
Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services - Depositary Receipts
60 Wall Street, MS NYC60-2727
New York, NY 10005
ICICI Bank Ltd.
Securities Markets Services
Empire Complex, 1st Floor, 414, Senapati Bapat Marg,
Lower Parel, Mumbai 400 013, India
US25471A1043
045051439
Overseas Depository
Domestic Custodian
ISIN Code / Trading Code
Common Code
Market Data relating to GDRs Listed on Luxembourg Stock Exchange:
Month
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015
Luxembourg Stock Exchange (figures in USD)
Monthly Closing
Monthly Closing
(Maximum)
(Minimum)
876
774
947
725
1,008
877
1,047
909
976
888
962
864
937
865
1,046
936
1,104
960
1,306
1,032
1,341
1,234
1,409
1,239
G.
Corporate Identity Number (CIN) : L51909DL1988PLC101836
H.
Registrar & Share Transfer Agent:
Average
818
828
941
990
938
913
900
988
1,036
1,154
1,283
1,306
Shareholders may correspond with the Registrar & Share Transfer Agents at the following address for all matters
related to transfer/dematerialization of shares and any other query relating to Equity Shares of your Company:
72
Sharepro Services (India) Pvt. Ltd.
Unit: Dish TV India Ltd.
13AB, Samhita Warehousing Complex, Second Floor,
Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road, Sakinaka
Andheri (East), Mumbai – 400 072
Tel: +91-22- 67720300/67720400 Fax: +91 22 28591568
I.
Listing Fee:
Company has paid the Annual Listing fees for the Financial Year 2015-16 to the stock exchanges where the
shares of the Company are listed (viz NSE & BSE). The Company had also paid the Annual Maintenance Fee
for the Year 2015 to the Luxembourg Stock Exchange where the GDRs of the Company are listed.
J.
Custodial Fees to Depositories:
The Company shall pay custodial fees for the year 2015-16 to National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories of the Company on receipt
of invoices from them. Annual Service fee for the calendar year 2014 has been paid by the Company to
Overseas Depository in respect of GDRs.
K.
PAN & Change of Address
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding equity shares in physical form
are requested to submit their PAN, notify the change of address, if any, including e-mail address/dividend
mandate, if any, to the Company’s Registrar & Share Transfer Agent, at the address mentioned above.
Members holding equity shares in dematerialized form can submit their PAN, notify the change of address
including e-mail address/dividend mandate, if any to their respective Depository Participant (DP).
L.
Service of Documents Through E-mail
Your Company will be sending the notice and annual report for the Financial Year 2014-15 in electronic
form to the members whose e-mail address have been made available to the Company/Depository
Participant(s). For members who have not registered their e-mail addresses, physical copies of the Annual
Report for the Financial Year 2014-15 are sent in the permitted mode.
Members holding shares in electronic form but who have not registered their email address (including those
who wish to change their already registered e-mail id) with their DP yet and members holding shares in
physical form are requested to register their e-mail address with their DP / Company, as the case may be.
Members who have registered their e-mail address with their DP/the Company but wish to receive the said
documents in physical form are requested to write to the Company at [email protected] duly quoting their
DP ID and Client ID / Folio No., as the case may be, to enable the Company to record their decision.
M. E-Voting Facility
In compliance with Section 108 of the Companies Act, 2013 and Clause 35B of the Listing Agreement, your
Company is providing e-voting facility to all members to enable them cast their votes electronically on all
resolutions set forth in the Notice of Annual General Meeting, using the e-voting platform of NSDL. The
instructions for e-voting have been provided in the Notice of Annual General Meeting.
N. Shareholders’ Correspondence/Complaint Resolution
We ensure reply to all communications received from the shareholders within a period of 7 working days.
All correspondence may be addressed to the Registrar & Share Transfer Agent at the address given above.
In case any shareholder is not satisfied with the response or do not get any response within reasonable
period, they may approach the Investor Relation Officer at the address given above.
SCORES’ (SEBI Complaints Redress System): The Investors’ complaints are also being resolved by your Company
through the Centralized Web Base Complaint Redressal System ‘SCORES’ (SEBI Complaints Redress System)
initiated by Securities and Exchange Board of India (SEBI). The salient features of SCORES are availability of
centralized data base of the complaints, uploading online Action Taken Reports (ATRs) by the Company. Through
SCORES the investors can view online, the actions taken and current status of the complaints.
O.
Share Transfer System
Equity Shares sent for physical transfer or for dematerialization are registered and returned within a
period of 15 days from the date of receipt of completed and validly executed documents. Shares under
objection are returned within two weeks.
73
SEBI vide its circular no. MRD/DoP/Cir-05/2009 dated May 20, 2009 clarified that for securities market
transactions and off-market/ private transactions involving transfer of shares in physical form of listed
companies, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for
registration of such transfer of shares. The Company and its RTA is complying with the aforesaid provisions.
As per the requirement in Clause 47(c)of the Listing Agreement, certificate on half yearly basis confirming
due compliance of share transfer formalities by the Company as received from the Practicing Company
Secretary was submitted to the Stock Exchanges within stipulated time.
P.
Unclaimed Shares
Pursuant to Clause 5A of the Listing Agreement details in respect of the physical shares, which were
issued by the Company from time to time, and lying in the suspense account, is as under:
Description
Aggregate number of shareholders and the outstanding shares in
the suspense account as at April 1, 2014
Fresh undelivered cases during the financial year 2014-15
Number of shareholders who approached the Company for transfer
of shares from suspense account till March 31, 2015
Number of shareholders to whom shares were transferred from the
Suspense account till March 31, 2015
Aggregate number of shareholders and the outstanding shares in
the suspense account lying as on March 31, 2015
No. of
shareholders
126
No. of Equity
Shares
69,841
NIL
5
NIL
5,750
5
5,750
121
64,091
The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain
frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements,
these shares will be transferred into one folio in the name of ‘Unclaimed Suspense Account’ in due course.
Q.
Investor Safeguards:
In order to serve you better and enable you to avoid risks while dealing in securities, you are requested to
follow the general safeguards as detailed hereunder:
•
Demat your Shares
Members are requested to convert their physical holding to demat / electronic form through any of
the nearest Depository Participants (DPs) to avoid the hassles involved in the physical shares such as
possibility of loss, mutilation etc., and also to ensure safe and speedy transaction in securities.
•
Consolidate your multiple folios
Members are requested to consolidate their shareholding held under multiple folios to save them
from the burden of receiving multiple communications.
•
Register Nomination
To help your successors get the share transmitted in their favor, please register your nomination.
Member(s) desirous of availing this facility may submit nomination in Form SH 13. Member(s)
holding shares in dematerialized form are requested to register their nominations directly with their
respective DPs.
74
•
Prevention of frauds
We urge you to exercise due diligence and notify us of any change in address / stay in abroad or demise
of any shareholder as soon as possible. Do not leave your demat account dormant for long. Periodic
statement of holding should be obtained from the concerned DP and holding should be verified.
•
Confidentiality of Security Details
Do not disclose your Folio No. / DP ID / Client ID to an unknown person. Do not hand-over signed blank
transfer deeds / delivery instruction slip to any unknown person.
R.
Dematerialization of Equity Shares & Liquidity
As per extant guidelines, trading in equity shares of the Company is mandatory in dematerialized form.
To facilitate trading in demat form, there are two Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). The Company has entered into agreements
with both these Depositories. The Shareholders can open account with any of the Depository Participant
registered with any of these two Depositories.
As on March 31, 2015, 99.95% of the equity shares of the Company are in the dematerialized form. Entire
Shareholding of the Promoter’s in the Company are held in dematerialized form. The equity shares of the
Company are frequently traded at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
S.
Stock Market Data Relating to Shares Listed in India
a)The monthly high and low prices and volumes of Company’s shares traded on BSE Limited (BSE) and
National Stock Exchange Limited (NSE) for the period April 2014 to March 2015 are as under:
Fully Paid Shares
Month
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015
High
(In `)
NSE
Low
(In `)
53.45
57.85
62.00
64.80
60.80
59.20
58.70
65.90
69.10
82.00
86.05
88.40
46.15
43.15
51.35
53.90
53.45
52.15
52.75
56.60
58.30
64.70
74.50
76.60
Volume
of Shares
Traded
96,487,239
186,786,021
277,721,426
182,107,679
71,303,197
76,264,201
46,215,015
807,185,01
64,734,937
125,162,130
80,532,452
63,791,566
High
(In `)
BSE
Low
(In `)
53.55
57.80
62.00
64.80
60.75
59.40
58.65
65.90
69.00
82.00
85.90
88.30
46.20
43.25
51.50
54.00
53.45
52.25
52.90
56.70
58.45
64.85
74.75
76.75
Volume
of Shares
Traded
96,33,463
2,93,18,558
5,67,25,840
2,71,94,606
1,41,01,387
1,09,67,211
52,92,512
1,04,50,419
75,54,918
1,53,69,832
1,08,33,998
58,67,146
b)Relative performance of Dish TV India Limited Shares (fully paid) v/s BSE Sensex & Nifty Index
75
c)Distribution of Shareholding as on March 31, 2015 (Listed Capital) – Consolidated
No. of Equity Shares
Upto 5000
5001 – 10000
10001 – 20000
20001 – 30000
30001 – 40000
40001 – 50000
50001 – 100000
100001 and above
Total
d)
Share holders
Numbers
% of Holders
139,990
99.20
498
0.35
233
0.17
80
0.06
27
0.02
28
0.02
49
0.03
207
0.15
141,112
100.00
Top 10 Public Equity Shareholders as on March 31, 2015 – Consolidated
S. Name of Shareholder
No.
1. Deutsche Bank Trust Company Americas
2. Apollo India Private Equity II (Mauritius) Ltd
3. Baron Emerging Markets Fund
4. Napean Trading and Investment Co. Pvt. Ltd
5. L N Minerals LLP
6. Citigroup Global Markets Mauritius Private
7. Reliance Capital Trustee Co Ltd A/C-Reliance
8. Government Pension Fund Global
9. Columbia Emerging Markets Fund
10. Reliance Capital Trustee Co Ltd A/C-Reliance
TOTAL
76
e)
No. of Shares
Number
% of Shares
28,508,061
2.68
3,675,671
0.34
3,466,933
0.33
2,019,959
0.19
951,521
0.09
1,324,706
0.12
3,535,399
0.33
1,022,037,390
95.92
1,065,519,640
100.00
No. of
Shares held
85,035,000
32,000,000
183,84,985
10,684,577
9,969,759
9,311,445
8,100,000
79,09,259
5,007,579
5,000,000
191,402,604
% of
shareholding
7.98
3.00
1.73
1.00
0.94
0.87
0.76
0.74
0.47
0.47
17.96
No. of
Shares held
35,172,125
1,308,125
625,250
1,174,150
460,000
457,212,260
180,000,000
176,800
10,131,000
11,000
11,000
300
5,100
585,750
5,100
100
686,878,060
% of
shareholding
3.30
0.12
0.06
0.11
0.04
42.91
16.89
0.02
0.95
0.00
0.00
0.00
0.00
0.05
0.00
0.00
64.46
Promoter Shareholding as on March 31, 2015
S. Name of Shareholder
No.
1
Agrani Holding (Mauritius) Limited
2
Ambience Business Services Pvt. Ltd.
3
Mr. Ashok Kumar Goel
4
5
Essel Media Ventures Limited
6
Direct Media Distribution Ventures Pvt. Ltd.
7
Direct Media Solutions Pvt. Ltd.
8
9
Jay Properties Private Limited
10 Ms. Nishi Goel
11 Ms. Priti Goel
12 Spirit Textiles Private Limited
13 Master Suryansh Goel
14 Ms. Sushila Devi
15 Master Tapesh Goel
16 Veena Investments Pvt. Ltd.
Total
f)
Categories of Shareholders as on March 31, 2015
Category
Promoters
Individuals
Domestic Companies
FIs, Mutual funds, Banks & Insurance Companies
FIIs, OCBs, Trusts, NRI, GDRs & other foreign entities
Total
No. of
shares held
686,878,060
41,760,129
40,525,421
39,715,457
256,692,518
1,065,571,585
% of
shareholding
64.46
3.92
3.80
3.73
24.09
100.00
SHARE PATTERN AS ON 31ST MARCH, 2015
FII/OCB/TRUST/NRI/GDR/OTHER
FOREIGN ENTITIES
24.09%
DOMESTIC COMPANIES
3.80%
DOM
FI/MF/BANKS &
INSURANCE CO.s
3.73%
INDIVIDUALS
3.92%
PROMOTERS
64.46%
SHAREHOLDERS SERVICES
Ranjit Singh
Company Secretary and Compliance Officer
FC-19, Sector 16A, Noida – 201 301, U.P., India
Tel.: + 91 -120-2467000, Fax: +91-120-4357078
E-Mail: [email protected] , CIN: L51909DL1988PLC101836
77
Certification Pursuant to Clause 49 Ix
of the Listing Agreement
We, R.C. Venkateish, Chief Executive Officer and Rajeev K Dalmia, Chief Financial Officer of Dish TV India
Limited(‘the Company’) do hereby certify to the board that:a.We have reviewed Financial Statements and the Cash Flow Statement of the company for the year ended
March 31, 2015 and that to the best of our knowledge and belief:
i.these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
ii.these statements together present a true and fair view of the Company’s affair and are in compliance
with existing Accounting Standards, applicable laws and regulations.
b.To the best of our knowledge and belief, no transactions entered into by the Company during the year
ended March 31, 2015 are fraudulent, illegal or violative of the Company’s code of conduct.
c.We accept responsibility for establishing and maintaining internal controls for financial reporting and that
we have evaluated the effectiveness of internal control systems of the Company pertaining to financial
reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which that are aware and the steps they have taken or propose
to take to rectify these deficiencies.
d.
During the year:-

there have not been any significant changes in internal control over financial reporting;

there have not been any significant changes in accounting policies; and

there
have been no instances of significant fraud of which we are aware that involve management
or other employees have significant role in the Company’s internal control system over financial
reporting.
Place: Noida
Date: 28 July 2015
78
R.C. Venkateish
Rajeev K Dalmia
Chief Financial Officer
Management Discussion and Analysis
Statements in this Management Discussion and Analysis
of the Company describing the Company’s objectives,
expectations or predictions may be forward looking within
the meaning of applicable laws and regulations. Forward
looking statements are based on certain assumptions
and expectations of future events.
The Company cannot guarantee that these assumptions
and expectations are accurate or will be realized. The
Company assumes no responsibility to publicly amend,
modify or revise forward-looking statements, on the
basis of any subsequent developments, information or
events. Thus the Company’s actual performance/results
could differ from the projected estimates in the forwardlooking statements.
The following discussions on our financial condition and
result of operations should be read together with our
audited consolidated financial statements and the notes
to these statements included in the Annual Report.
Overview
Dish TV India Limited (BSE Code - 532839, NSE Code DISHTV) continues to be India’s largest Direct to Home
(DTH) operator in terms of the registered subscriber
numbers.
DTH industry had a very successful year on the background
of positive vibes due to rising disposable income and
government initiatives to embark on digitalization in
the Non DAS areas. The buzz of the industry was HIGH
DEFINITION, penetration – either through new acquisition
or conversion of existing subscriber from standard
definition to high definition. The industry also saw traction
in the devices with recording facility. The high penetration
and acceptance of HD amount the subscribers also
resulted in higher revenue for the entire industry and
contained churn of subscribers. The year under review
was extremely successful year for the industry also on the
account of increased acceptance of the DTH product even
in the digital cable dominated areas.
Though the consumer demand could not reflect on
the rising growth in the GDP but DTH sector was
spared and had its growth path well designed much
better than the previous financial year – both in terms
of increased number of subscribers and increased
revenue of the subscriber. The TV prices continued
its downward journey resulting in increase of the
target customer group for the sector. The year under
review also saw settled economic indicators along
with positive economic sentiments which resulted
in the consumers willing to spend more out of the
disposable. The same resulted into constant recharge
behavior by the consumers
During the year, the Company has three pronged
strategy to acquire customers from the wider spectrum
of population spread across the country having different
languages, cultures and viewing choices. In this
direction, your Company strengthened its presence in
the linguistic markets through its new and emerging
brand – Zing. Subscriber engagement continued through
various innovative schemes and new offering continues
to be the thrust for your Company. The subscribers being
the key focus area, your Company continues to invest
its attention towards providing the best services to its
subscribers. Dish TV now offers consumer choice across
a wide array of multi-brand and multi product portfolio,
to suit different consumer segments. Continuing the lead
in the category with largest bouquet of HD channels,
dishtruHD+, India’s first HD set top box with unlimited
recording, has built a hi-ARPU base of HD users that
provide hi-ARPU and better retention too.
DISHTV has changed the face of Indian television by
providing the Indian consumer access to premium
quality entertainment, thereby enhancing the viewing
experience. Our understanding of the category has
not only raised the bar but has taken the standards of
television to incredible elevations. The recent launch of
DishFlix is yet another example of what we constantly
work towards to achieve.
Your Company has been able to touch millions of the
consumer’s hearts by meeting their latent needs through
product innovations and promise of comfort and quality.
Personalization is one key determinant that gives your
Company an edge over the other market players. With
constantly innovative and ground-breaking technology
like only for you, DIY Services, Multi Lingual services,
we have earned a credible reputation for being more
consumers centric. Through these personalized
services; we give our consumer the upper hand by giving
them the freedom to customize and operate on their
own according to their taste and needs. Also with the
consumer hard-pressed for time, our online service,
DISH Online, provides them entertainment on the go.
The Year under review was a breakthrough year for
your Company. Apart from recording increase on all
operational and revenue front including increase in total
revenue, increase in EBITDA, increase in subscriber
numbers, your Company also recorded Net Profit for
the first time. The expansion in the EBITDA margin was
primarily due to the difference in the rate of increase of
revenue and the various cost items. The rupee dollar
volatility was much less during the year under review as
compared to the previous year resulting into less foreign
exchange outgo on the foreign exchange exposure items.
The content cost also had single digit growth during the
year.
79
SWOT ANALYSIS
Strengths
Dish TV is symbolic to the revolution in the category of
DTH and entertainment in India. It has been consistent
in revolutionizing the category by introducing
new products and services that enrich the lives of
consumers who passionately seek to be entertained.
The strength of such an organization mostly is credited
to never ending motivation to adopt newer ideas and
evolve at par to the constant of change in consumer
needs. Increase in the number of HD TV households foresees
that an upsurge in HD STB sales is inevitable. Having
maximum HD content to offer is definitely one of
the strengths of Dish TV as the consumers are
actively seeking quality content. There’s also been a
rising trend in consumption of online content which
influenced Dish TV to foray into the OTT space with
its ‘DishOnline’ Application. With ‘DishOnline’, Dish TV
subscribers can access their TV content on-the-go, be
it LIVE TV, Catch-up TV shows, Videos on Demand or
Movies. Dish TV is in the process of launching a revolutionary
product - DishFlix, India’s first home video system,
to empower Dish TV subscribers and give them
access to a variety of movies on their TV that they can
conveniently watch anytime. The product transforms
the eco-system construct around the category and
adds benefits to the Dish TV consumer who will
have access to the blockbuster movies without
the requirement of internet. With the broadband
connectivity in households in India still miles to go,
DishFlix is a real innovation for all of India!
The launch of ZING - a regionally customized DTH
product has been a tremendous and astounding
success. Thinking ahead of the curve, Dish TV created
an entirely new offering for consumers whose needs
are largely regionally driven and shop for pocket
friendly subscription alternates.
80
The efforts of Dish TV to strengthen the sales and
service network has enabled consumer connectivity
and door step availability of the product. The focus
continues to be on providing the best of services to
its customers by expanding the service infrastructure
across the length and width of the country. Dish TV
is celebrated not only for its Pan India presence,
but because it caters to the segmented geographies
within India by providing the best quality regional
content. Being an international Brand, it also makes
a differentiation at the regional level thus making
a place for itself amongst consumers across the
country. With these two pillars standing tall, Dish TV
continues to have a positive impact on the business
ever since.
Weakness
DTH sector continues to be adversely impacted
under multiple taxation regime. This is especially
considering the competition from unorganized cable
infrastructure, where under-declaration continues
due to which cable rates have been stagnant. This
phenomenon is restrictive for the operational and
financial growth of DTH sector. Adding to the woes
is the continuous depreciation of the Indian rupee
which has led to an increase in the acquisition cost
of hardware and other imported services. Low ARPU
is another point of worry not only for Dish TV, but is
a category truth which needs to be addressed. With
high subsidies and lower ARPU infesting the entire
DTH industry, there’s an increasing pressure on the
bottom line.
Opportunities
The digitization regime in DAS 3 and DAS 4 areas
is bound to create further opportunities for your
Company. Your company, with its expanded service
network and products to suit the requirement of
each set of customer, if fully poised to exploit the
opportunity being brought by the digitization in the
Country. Any upward movement of ARPU in the cable
space arising out of digitization will be positive for
your Company as DTH already commands a premium
over cable and therefore will be able to move prices
more aggressively
The demand of High Definition Television Channels
is another area of opportunity for your Company.
Your Company presently offers maximum number
of HD channels and is always looking forward to
launch new HD Channels to capitalize on the growing
requirement for high quality products. Expanding HD
TV households in the country unravels huge potential
for HD connection and content. Maximum HD content
powered with value for money packs and flexibility of
choosing from add-on packs will definitely boost Dish
TV’s race in acquiring a larger slice of the pie. With
the rates of the HD /LED Television continuing to drive
south, an upsurge in the demand for HD channels
from all across the country is expected.
Threats
The DTH industry has seen explosive growth in the
last few years and thus attracted a mature level of
competition both from within the category as well as
alternate categories that fulfill the same consumer
need.
IPTV competitors and fall in prices of 4G connection:
Dish TV should be wary of competitor IPTV operators
who can benefit with 4G becoming affordable. But an
immediate shift is not anticipated as not all content
is available on this platform. Also to attain efficiency
in channel swapping like the existing media for all
channels, IPTV will require a much faster bandwidth
to cater to mass subscribers
The age of smart phones and laptops recognises
consumption of content on these mediums by the
consumers without any discontent, which can be
considered as a threat, however, any such radical
shift, is not a huge cause of concern in the near future.
High incidence of taxation and regulatory intervention
will continue restricting the growth and profitability
of the DTH sector, unless measures are taken by
stakeholders and policy makers to ease the taxation
framework.
Strategy
The Year under review continued to pose challenges
– some new, some perennial, to your Company. The
Company faced intense competition from the Cable
distribution platform and the DTH operators. However,
your Company, with its vision and mission in place,
came out with flying colors. Despite not having very
favorable business conditions, became the first and
only operator to turn profitable at a net profit level for
the full fiscal year.
The business momentum continues strongly and we
expect all the initiatives the company has undertaken
to continue to provide strong revenue and earnings
momentum going forward. Your company is well
placed to take advantage of the upcoming digitization
in Phase 3 and Phase 4 markets and is well placed to
capitalize on the opportunities offered by the same.
In a tough economic environment your company
remains focused on delivering superior shareholder
value by innovation and excellent execution.
Tailor made products, prompt and efficient service,
continuous evolution of new products and HD
offering will be the key focus are of your Company.
Your Company presently offers maximum number
of HD channels and is always looking forward to
launch new HD Channels to capitalize on the growing
requirement for high quality products. Expanding HD
TV households in the country unravels huge potential
for HD connection and content.
The proposed launch of the revolutionary product
- DishFlix, India’s first home video system, will be
another milestone for Dish TV. The product transforms
the eco-system construct around the category and
adds benefits to the Dish TV consumer who will
have access to the blockbuster movies without the
requirement of internet. Your Company shall continue
to take long strides and push the Zing product to the
relevant market.
Key Performance Indicators
During the year under review, your Company continued
to grow in terms of revenue, EBITDA and ARPU. Your
Company also became the first DTH operator to post
Profits in a Financial Year. The digitization movement
created tough competition in the market despite which,
your company’s incremental share in the acquisition of
new subscriber continued to be impressive.
During the year key highlights of operational
performance were as under:
•
Net Profit for FY 15 stood at ` 10 Million;
•
ross subscriber base stood at 19.3 Million on
G
March 31, 2015;
•
Operating Revenue for FY 15 stood at ` 27,816 Million;
•
EBITDA for FY 15 stood at ` 7,354 Million;
•
Total Number of Channels & Services were 494;
•
Total number of HD channels & service stood at 43;
•
ARPU for FY 15 stood at ` 179.
Risk Management and Internal Control
Your Company has a robust risk management and
Internal Control systems in place to counter and
mitigate any kind of risk your Company comes across.
Your management believes that the effective risk
management strategies allow to identify your project’s
strengths, weaknesses, opportunities and threats.
By planning for unexpected events, your company
prepares for any risk that may arise. The entire risk
management and Internal control mechanism has
been put in place with a belief that achieving a project’s
goals depends on planning, preparation, results and
evaluation that contribute to achieving strategic goals.
81
Risk management plans contribute to project success
by establishing a list of internal and external risks. This
plan typically includes the identified risks, probability
of occurrence, potential impact and proposed actions.
Low risk events usually have little or no impact on cost,
schedule or performance. By defining risk management
processes for your company, you make success more
likely by minimizing and eliminating negative risks so
projects can be finished on time. This enables you to
meet your budget and fulfill targeted objectives. fective
risk management strategies allow your company to
maximize profits and minimize expenses on activities
that don’t produce a return on investment. Through
detailed analysis, effective leaders prioritize ongoing
work based on the results produced, despite the odds
With the rapid growth of your Company, the importance
and necessity of effective risk management and
internal control systems and processes has grown
many folds. Your Company believes that internal control
and risk management are necessary prerequisite of
the principle of governance and that freedom should
be exercised within a framework of appropriate checks
and balances. Your company has an effective internal
control and risk mitigation system, which is constantly
assessed and strengthened with new/revised standard
operating procedures and which ensures that all the
assets of the Company are safeguarded and protected
against any loss and that all the transactions are
properly authorized and recorded. The Company
has laid down procedures to inform audit committee
and board about the risk assessment and mitigation
procedures, to ensure that the management controls
risk through means of a properly defined framework.
The audit committee of Board actively reviews the
adequacy and effectiveness of the internal control
systems and risk mitigation systems and suggest
improvements to strengthen them.
82
Segregation of duties is the cornerstone of internal
control. It is a coordinated system of checks and
balances in which tasks necessary to complete
a transaction either are performed by different
individuals, two or more individuals working in tandem,
or the tasks are independently reviewed. The control
environment, sometimes referred to as “tone at the
top”, is the foundation for all other components of
internal control. The control environment is influenced
by management’s philosophy, operating style, integrity,
ethical values, and commitment to competence. Internal
control activities are tools - policies, procedures,
techniques, and mechanisms - that help ensure
management’s directives are carried out. Control
activities help identify, prevent or reduce the risks
that can impede accomplishment of your Company’s
goals and objectives. The Company’s internal control
system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy
and promptness in financial reporting and compliance
with laws and regulations. The internal control system
is supported by an internal audit process for reviewing
the adequacy and efficacy of the Company’s internal
controls, including its systems and processes and
compliance with regulations and procedures.
Talent Management
Your Company encourages a culture of open
communication that empowers employees to
articulate their thoughts and feelings freely, exchange
ideas and contribute to organizational growth. Your
Company has been successful in attracting best of the
talent from industry and academic institutions and has
been successful in retaining them. We hire for talent,
passion and right attitude through latest recruitment
and selection practices. We have established our
reputation for being a vibrant learning organization
driven by passion. We provides conducive and healthy
climate with values of openness, enthusiasm,
experimentation and collaboration. We deploy quality
HR services to attract, develop, motivate and retain a
diverse workforce with supportive work environment.
The Company is committed to nurturing, enhancing
and retaining talent through superior learning &
Organization Development interventions.
Your Company has institutionalized the people
philosophy framework SAMWAD to ensure that, as
part of key objectives, people managers deliver on
organization’s expectations of managing outcome and
developing people by being focused on their strengths.
The Company has a robust appraisal system based
on MBO (Management by Objectives) philosophy
following a top down approach and open performance
discussions. We encourage meritocracy and reward
excellence in performance.
The Company has young and vibrant team of highly
qualified professionals at all levels. Significant
emphasis is also laid on enhancing managerial and
leadership qualities at senior management level
to propel the Company towards stronger and more
sustainable growth. The Company has paid focused
attention on management of available resources by
training, re-training, incentivizing and a fair policy of
promotion, transfer and equal pay for equal work.
FINANCIALS AND FINANCIAL POSITION
Standalone and Consolidated Financials as on March 31, 2015:
Table below presents Standalone & Consolidated Financials for the Current and Previous Financial Year.
(` in Lakhs)
Statement of Profit and Loss Account for the year
ended 31 March 2015
Income
Revenue from Operations
Other Income
Total Revenue
Expenses
Purchase of stock in trade (Consumer premises
equipment related accessories /spares)
Change in inventories of stock- in- trade
Operating expenses
Employee benefit expense
Finance Cost
Depreciation & amortization expense
Other expenses
Total Expenses
Profit/ (Loss) before Prior period items and tax
Prior period items
Profit/(Loss) before tax, after prior period items
Profit/ (Loss) from continuing operation before tax
Tax expense
Profit/ (Loss) from continuing operation after tax
Profit/ (Loss) from discontinuing operation before tax
Tax expense
Profit/ (Loss) from discontinuing operation after tax
Profit/ (Loss) for the year
Balance Sheet as at 31 March 2015
EQUITY AND LIABILITIES
Shareholders’ Funds
(a) Share Capital
(b) Reserves and Surplus
Non-current Liabilities
(a) Long Term Borrowings
(b) Other Long Term Liabilities
(c) Long Term Provisions
Current Liabilities
(a) Short Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short Term Provisions
Total
Standalone
2015
2014
278,164
250,898
5,468
6,602
283,632
257,500
806
635
Consolidated
2015
2014
278,164
250,897
6,350
6,489
284,514
257,386
806
635
(239)
139,535
10,129
17,538
61,375
54,387
283,531
101
101
1,253
1,253
(1,152)
(1,152)
101
(239)
139,536
10,175
17,541
61,384
54,575
283,778
736
736
113
132,830
8,916
13,275
59,736
46,000
261,505
(4,119)
11,637
(15,756)
422
314
314
5
(15,761)
(15,761)
113
132,830
8,907
13,268
59,731
45,800
261,284
(3,784)
11,637
(15,421)
(13,373)
(13,373)
(2,048) (2,048)
(15,421)
Standalone
2015
2014
(` in Lakhs)
Consolidated
2015
2014
10,656
(41,838)
(31,182)
10,650
(41,541)
(30,891)
10,656
(41,994)
(31,338)
10,650
(41,910)
(31,260)
1,826
656
2,482
77,911
9,182
1,419
88,512
1,826
656
2,482
77,911
9,182
1,419
88,512
4,795
11,647
221,350
106,611
344,403
315,703
6,579
13,438
116,055
83,609
219,681
277,302
4,795
12,680
221,297
106,710
345,482
316,626
6,579
13,568
116,007
83,612
219,766
277,018
83
ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work in progress
(b) Non-Current Investment
(c) Long Term Loans and Advances
(d) Other Non-Current Assets
Current Assets
(a) Current investment
(b)Inventories
(c) Trade Receivables
(d) Cash and Bank balances
(e) Short Term Loan and Advances
(f) Other Current Assets
Total
84
Standalone
2015
2014
(` in Lakhs)
Consolidated
2015
2014
144,231
1,100
47,014
1,34,897
747
40,755
144,282
1,106
49,716
1,34,951
758
42,259
31,804
11,405
1,663
237,217
26,804
10,258
1,486
214,947
20,000
8,388
1,668
225,160
15,000
8,058
1,486
202,512
987
6,368
42,493
26,482
2,156
78,486
315,703
5,000
748
4,149
33,989
17,967
502
62,355
277,302
987
6,368
42,861
39,094
2,156
91,466
316,626
5,000
748
4,149
34,263
29,844
502
74,506
277,018
(A) RESULTS OF OPERATIONS
Other Income
e are pleased to share the Consolidated Financial
W
information for the year ended March 31, 2015
compared to previous year ended March 31, 2014.
At the close of FY15, Dish TV India Limited has two
Subsidiaries Company i.e., Dish T V Lanka (Private)
Limited (Dish Lanka) with 70% equity holding and
Dish Infra Services Private Limited with 100% equity
holding. Dish T V Lanka (Private) Limited has received
the requisite licenses and permissions from regulatory
authorities and has commenced its commercial
operations. The Company has also been registered
as a Board of Investment (‘BOI’) approved Company
in Sri Lanka. The Consolidated Financial Statements
have been prepared after elimination of inter Company
transactions, if any.
Interest & Other Income decreased by ` 139 lakhs or
2% from ` 6,489 lakhs in FY14 to ` 6,350 lakhs in FY15.
Revenue from Operations
Overall employee benefit expenses increased by
` 1,259 lakhs or 14% from ` 8,916 lakhs in FY14 to
` 10,175 lakhs in FY15.
Revenue from Operations includes Subscription Revenue,
Lease rentals, Teleport services, and Bandwidth charges,
Sale of CPE & accessories, Advertisement Income &
Other operating income. Revenue from Operations
increased by ` 27,267 lakhs or 11% from ` 2,50,897 lakhs
in FY14 to ` 2,78,164 lakhs in FY15.
Purchases of stock-in-trade
Purchases of stock-in-trade increased by ` 171 lakhs
or 27% from ` 635 lakhs in FY 14 to ` 806 lakhs in FY 15.
Change in inventories of stock-in-trade
Change in inventories of stock-in-trade decrease
by ` 352 lakhs or 312% from ` 113 lakhs in FY 14 to
` (239) lakhs in FY15.
Operating expenses
Operating expenses increased by ` 6,706 lakhs or 5%
from ` 1,32,830 lakhs in FY14 to ` 1,39,536 lakhs in FY15.
Employee benefit expenses
Finance Cost
Finance cost increased by ` 4,266 lakhs or 32% from
` 13,275 lakhs in FY14 to ` 17,541 lakhs in FY15, due
to Interest charged on others.
Depreciation and amortization expense
Reserves and Surplus
Depreciation and amortization increased by ` 1,648
lakhs or 3% from ` 59,736 lakhs in FY14 to ` 61,384
lakhs in FY15, during the year the addition in fixed
assets is to the tune of ` 71,873 lakhs, mainly for
Consumer Premises Equipment (CPE).
Reserves and Surplus decreased by ` 84 lakhs or 0.20%,
from ` (41,910) lakhs in FY 14 to ` (41,994) lakhs in FY15.
Other Expenses
Other Expenses is increased by ` 8,575 lakhs or 19%
from ` 46,000 lakhs in FY14 to ` 54,575 lakhs in FY15.
Increase of other expenses due to mainly increase of
commission charges.
Profit and Loss before Prior period items and tax
Profit before Prior period items and Tax for the
financial year 2014-15 ` 736 lakhs. Loss before Prior
period items and Tax for the Financial Year 2013-14
` 4,119 lakhs.
Prior Period Items
The life of CPE for the purpose of depreciation has
been estimated by the management as five years. Upto
31 March 2012, in certain cases, the one-time advance
contribution in the form of rental was being recognized
over a period of three years from the activation date.
However, such practice, with effect from 1 April 2012,
was changed to five years in respect of CPEs activated
on or after 1 April 2012. The Company had amended
its policy in respect of CPEs activated upto 31 March
2012 also in order to align the same with the CPEs
installed thereafter. The correction in the policy had
resulted in reversal of excess revenue of ` 12,930
lakhs and excess provision of license fees of ` 1,293
lakhs hence net result of ` 11,637 lakhs is shown as
prior period items in FY14.
Tax Expense
Tax Expense Increased by ` 417 lakhs from ` 5 lac in
FY14 to ` 422 lakhs in FY15.
Profit and Loss for the year
Profit for the financial year 2014-15 is ` 314 lakhs.
Loss for financial year 2013-14 ` 15,761 lakhs.
(B) FINANCIAL POSITION
(i) Equity and Liabilities:
Share Capital
Share capital increased by ` 6 lakhs or 0.06%, from
` 10,650 lakhs in FY 14 to `10, 656 lakhs in FY15.
Long Term Borrowings
Long Term Borrowings stood at ` Nil as on March 31,
2015 as against ` 77,911 lakhs as on March 31, 2014.
Other Long Term Liabilities
Other Long Term Liabilities mainly comprises of
Income received in advance. Other Long Term
Liabilities stood at ` 1,826 lakhs as on March 31, 2015
as against ` 9,182 lakhs as on March 31, 2014. The
decrease was due to reduction of long term advance
revenue.
Long Term Provisions
Long Term Provisions decreased by ` 763 lakhs from
` 1,419 lakhs as on March 31, 2014 to ` 656 lakhs as
on March 31, 2015.
Current Liabilities
Current Liabilities includes Short Term Borrowings,
Trade Payables, Other Current Liabilities and Short
Term Provisions. Current Liabilities stood at ` 3,
45,482 lakhs as on March 31, 2015 as against ` 2,
19,766 lakhs as on March 31, 2014.
(ii)Assets:
Non-Current Assets
Tangible Assets
Tangible assets stood at ` 1, 44,282 lakhs as on March
31, 2015 as against ` 1, 34,951 lakhs as on March 31,
2014. The increase was due to the Capital Expenditure
incurred for CPEs deployment.
Intangible Assets
Intangible assets stood at ` 1,106 lakhs as on March
31, 2015 as against ` 758 lakhs as on March 31, 2014.
Capital Work-in-Progress
Capital Work-in-Progress increased by ` 7,457 lakhs
from ` 42,259 lakhs as on March 31, 2014 to ` 49,716
lakhs as on March 31, 2015.
Non-Current Investments
Non-Current Investments stood at ` 20,000 lakhs as
on March 31, 2015 as against ` 15,000 lakhs as on
March 31, 2014.
85
Long Term Loans and Advances
Cash and Bank Balances
Long Term Loans and Advances increased by ` 330
lakhs from ` 8,058 lakhs as on March 31, 2014 to
` 8,388 lakhs as on March 31, 2015. This was mainly
due to increase in prepaid expenses.
Cash and Bank Balances stood at ` 42,861 lakhs as on
March 31, 2015 as against ` 34,263 lakhs as on March
31, 2014.
Other Non-Current Assets
Other Non-Current Assets stood at `1668 lakhs as on
March 31, 2015, an increase of 12% over the last year
figure of ` 1,486 lakhs.
Current Assets
Current Investments
Current Investments stood at ` NIL as on March 31,
2015 as against ` 5,000 lakhs as on March 31, 2014.
Inventories
Inventories stood at ` 987 lakhs as on March 31,
2015 as against ` 748 lakhs as on March 31, 2014,
registering an increase of 32%.
Trade Receivables
Trade Receivables stood at ` 6,368 lakhs as on March
31, 2015 as against ` 4,149 lakhs as on March 31,
2014. Average Collection Period is not applicable
to company due to pre-paid model for subscription
Income and other Income is not material.
86
Short Term Loans and Advances
Loans and Advances stood at ` 39,094 lakhs as on
March 31, 2015 as against ` 29,844 lakhs as on March
31, 2014.
Other Current Assets
Other Current Assets stood at ` 2,156 lakhs as on
March 31, 2015, an increase of 329 % over the last
year figure of ` 502 lakhs.
Cautionary Statement
Statements in the Management Discussion and Analysis
describing the Company’s objectives, projections,
estimate, expectations may constitute a “forward-looking
statement” within the meaning of applicable laws and
regulations. Actual results could differ materially from
those expressed or implied. Important factors that could
make a difference to the Company’s operations include
economic conditions affecting demand/ supply and price
conditions in the domestic markets in which the Company
operates, changes in the Government Regulations, Tax
Laws and other Statutes and other incidental factors.
Independent Auditors’ Report
To
The Members of
Dish TV India Limited.
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone
financial statements of Dish TV India Limited
(“the Company”), which comprise the Balance
Sheet as at 31 March 2015, the Statement of
Profit and Loss, the Cash Flow Statement for the
year then ended, and a summary of the significant
accounting policies and other explanatory
information.
Management’s Responsibility for the Standalone
Financial Statements
2.
The Company’s Board of Directors is responsible
for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to
the preparation of these standalone financial
statements, that give a true and fair view of the
financial position, financial performance and
cash flows of the Company in accordance with
the accounting principles generally accepted
in India, including the Accounting Standards
specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules,
2014 (as amended). This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions
of the Act; safeguarding the assets of the
Company; preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation
and presentation of the financial statements
that give a true and fair view and are free from
material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on
these standalone financial statements based on
our audit.
4.
We have taken into account the provisions of the
Act, the accounting and auditing standards and
matters which are required to be included in the
audit report under the provisions of the Act and
the Rules made thereunder.
5.
We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Those Standards require
that we comply with ethical requirements and
plan and perform the audit to obtain reasonable
assurance about whether the standalone
financial statements are free from material
misstatement.
6. An audit involves performing procedures to
obtain audit evidence about the amounts and
the disclosures in the financial statements.
The procedures selected depend on the
auditor’s judgment, including the assessment
of the risks of material misstatement of the
financial statements, whether due to fraud or
error. In making those risk assessments, the
auditor considers internal financial controls
relevant to the Company’s preparation of the
financial statements that give a true and fair
view in order to design audit procedures that
are appropriate in the circumstances, but not
for the purpose of expressing an opinion on
whether the Company has in place an adequate
internal financial controls system over financial
reporting and the operating effectiveness of
such controls. An audit also includes evaluating
the appropriateness of the accounting policies
used and the reasonableness of the accounting
estimates made by the Company’s Directors, as
well as evaluating the overall presentation of the
financial statements.
7. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion on the standalone
financial statements.
Opinion
8.
In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Act in the
manner so required and give a true and fair view
in conformity with the accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31 March 2015, and its profit
and its cash flows for the year ended on that date.
87
Other Matter
9. The financial statement of the Company for
the year ended 31 March 2014 were audited by
another auditor who expressed an unmodified
opinion vide their report dated 27 May 2014. Our
opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditor’s Report)
Order, 2015 (“the Order”) issued by the Central
Government of India in terms of Section 143(11)
of the Act, we give in the Annexure a statement
on the matters specified in paragraphs 3 and 4 of
the Order.
Board of Directors, none of the directors is
disqualified as on 31 March 2015 from being
appointed as a director in terms of Section
164(2) of the Act;
f. with respect to the other matters to
be included in the Auditor’s Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:
i.
as detailed in Note 47 (a) & (e) to the
standalone financial statements, the
Company has disclosed the impact of
pending litigations on its standalone
financial position;
ii.
the Company, as detailed in Note 47 (d)
to the standalone financial statements,
has made provision, as required under
the applicable law or accounting
standards, for material foreseeable
losses, if any, on long-term contracts
including derivative contracts;
iii. there were no amounts which were
required to be transferred to the
Investor Education and Protection
Fund by the Company.
11. As required by Section 143(3) of the Act, we report
that:
a. we have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purpose of our audit;
b. in our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books;
c. the standalone financial statements dealt
with by this report are in agreement with the
books of account;
d. in our opinion, the aforesaid standalone
financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014 (as
amended);
88
e.
on the basis of the written representations
received from the directors as on 31
March 2015 and taken on record by the
For Walker Chandiok & Co LLP
Firm’s Registration No.: 001076N/N500013
per David Jones
Partner
Place : Noida
Date : May 26, 2015
Annexure to the Independent Auditor’sReport of
even date to the members of Dish TV India Limited.
on the financial statements for the year ended March
31, 2015
Based on the audit procedures performed for the
purpose of reporting a true and fair view on the
financial statements of the Company and taking into
consideration the information and explanations given
to us and the books of account and other records
examined by us in the normal course of audit, we
report that:
(i)
(a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) As explained to us, the Company has a
regular program of physical verification of its
fixed assets, other than consumer premises
equipment (CPE) installed at the customer
premises, under which fixed assets are
verified in a phased manner over a period
of three years, which, in our opinion, is
reasonable having regard to the size of the
Company and the nature of its assets. The
existence of activated CPEs installed at the
customers’ premises is considered on the
basis of the ‘active user status’ of the CPE. The
CPEs lying with customers in ‘inactive status’
have not been physically verified and we refer
to accounting policy stated in Note 2 (e) in this
regard. In our opinion, the frequency of such
verification of the CPEs is reasonable having
regard to the size of the Company and the
nature of its assets. No material discrepancies
were noticed on such verifications.
(ii) (a) The management has conducted physical
verification of inventory of stock in trade
consisting of CPE related accessories in
the Company’s possession at reasonable
intervals during the year.
(b) The procedures of physical verification of
inventory followed by the management are
reasonable and adequate in relation to the
size of the Company and the nature of its
business.
(c) The Company is maintaining proper records
of inventory and the discrepancies noticed
on physical verification were not material
and have been properly dealt with in the
books of account.
(iii) The Company has not granted any loan, secured
or unsecured to companies, firms or other parties
covered in the register maintained under Section
189 of the Act. Accordingly, the provisions of clauses
3(iii)(a) and 3(iii)(b) of the Order are not applicable.
(iv) According to the information and explanations
given to us, and having regard to the explanation
that purchases of certain items of inventories and
fixed assets are for the Company’s specialized
requirements and similarly certain goods/
services sold are for the specialized requirements
of the buyers and suitable alternatives sources
are generally not available to obtain comparable
prices, there is an adequate internal control
system commensurate with the size of the
Company and the nature of its business for the
purchase of inventory and fixed assets and for the
sale of goods and services. Further, on the basis of
our examination and according to the information
and explanation given to us, we have neither come
across nor have been informed of any major
weakness in the aforesaid internal control system.
(v)
The Company has not accepted any deposits within
the meaning of Sections 73 to 76 of the Act and
the Companies (Acceptance of Deposits) Rules,
2014 (as amended). Accordingly, the provisions of
clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and belief, the Central
Government has not specified maintenance of
cost records under sub-section (1) of Section
148 of the Act, in respect of Company’s services.
Accordingly, the provisions of clause 3(vi) of the
Order are not applicable.
(vii)
(a)Undisputed statutory dues including
provident fund, employees’ state insurance,
income-tax, sales-tax, wealth tax, service
tax, duty of customs, duty of excise, value
added tax, cess and other material statutory
dues, as applicable, have generally been
regularly deposited during the year by the
Company with the appropriate authorities
except in respect of service tax and
entertainment tax dues where there have
been slight delays, the amounts have
subsequently been paid to the authorities.
Further, undisputed amount payable
in respect of entertainment tax were
outstanding at the year-end for a period of
more than six months from the date they
become payable.
89
Name of the statute
Nature of the dues
Odisha Entertainment Entertainment Tax
Tax Rules, 2006
Period to which the
amount relates
October 2009 to
September 2014
Due date
Date of payment
Monthly basis
Not yet paid
(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs,
duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the
statute
Nature of the dues
Income Tax Act,
1961
Income Tax, Interest
and Penalty
Finance Act, 1994
(Service Tax)
Service Tax
(note 1)
Wealth Tax Act,
1957
Wealth Tax
Delhi Value Added
Tax Act, 2004
Andhra Pradesh
Value Added Tax
Act, 2005
Bihar Value Added
Tax Act, 2005
90
Amount (`)
(in lacs)
1,009
Value Added Tax
Value Added Tax
(including penalty and
interest)
Value Added Tax
interest)
Value Added Tax
interest)
Value Added Tax
interest)
Value Added Tax
Amount
Amount paid Period to which the
involved
under protest
amount relates
(`) (in lacs)
(`) (in lacs)
225
225 Assessment Year
2009-10
320
320 Assessment Year
2010-11
9
- Assessment Year
2006-07
93
- Assessment Year
2011-12
16
- Assessment Year
2011-12
57
- Assessment Year
2012-13
65
- Assessment Year
2013-14
167
- 2006-07 to 2010-11
2921
- 2007-08 to 2011-12
2633
1474
2
- 2008-09 to 2010-11
500 2009-10 to 2013-14
- 2005-06
7
7 March 2010
Forum where dispute is pending
Income Tax-Appellate Tribunal, Delhi
Commissioner of Income Tax-Appeals,
Noida
Income Tax-Appellate Tribunal,
Mumbai
Noida
Noida
Noida
Noida
Custom Excise and Service Tax
Appellate Tribunal
Appellate Tribunal, Delhi
Commissioner of Service Tax
Commissioner of Wealth Tax (Appeals),
Delhi
Special Commissioner -1 (Appeal),
Department of Trade & Taxes, Delhi
DVAT Tribunal, New Delhi
283
20 2007-08
169
0 2009-10
Special. Commissioner -1 (Appeal),
632
0 2010-11
Special. Commissioner (Appeal),
286
286 2006-07 & 2007-08
15
59
38
15 2007-08
44 2008-09
19 2009-10
23
12 2010-11
13
7 2011-12
270
270 2012-13
6
6 2014-15
State Tribunal Appellate Authority,
Hyderabad
Commercial Tax Officer, Patna
Office of the Joint Commissioner of
Commercial Taxes (Appeals) Patna
Deputy Commissioner of Commercial
Taxes, Patliputra Circle, Patna (Vehicle
Seizure)
Haryana Value
Value Added Tax
Added Tax Act-2003 (Penalty)
Value Added Tax
Kerala Value Added
Tax Act-2003
UP VAT Act, 2008
Value Added Tax
(including interest)
Value Added Tax
Value Added Tax
Rajasthan Tax of
Entry Tax
Entry on Goods in to
local areas Act, 1999
The Jammu &
Entry Tax
Kashmir Entry Tax
on Goods, Act 2000
Indian Customs Act, Special Additional Duty
1962
#
34
1
# December 2012
11 2009-10
1 October 2013
1
0 2005-06
@
1 2006-07
$
$ 2014-15
173
173 2012-13
43
43 2014-15
795
Jt. Excise & Taxation Commissioner
(Appeal), Haryana
Kerala High Court
The Intelligence inspector,
Department of Commercial taxes,
Thiruvananthapuram.
Joint Commissioner (Appeal), Noida
Additional Commissioner Appeal-1,
Noida
Deputy Commissioner, Khand-3,
Noida (Vehicle Seizure)
Supreme Court of India
State of Jammu & Kashmir
0 April 2008–June 2009 CESTAT, Delhi
# ` 40,540
@ ` 41,000
$ ` 44,900
Note 1 – Interest and penalty amount not ascertainable.
(c) There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company in
accordance with the relevant provisions of
the Companies Act, 1956 (1 of 1956) and
rules made thereunder. Accordingly, the
provisions of clause 3(vii)(c) of the Order are
not applicable.
institutions. Accordingly, the provisions of clause
3(x) of the Order are not applicable.
(xi) In our opinion, the Company has applied the term
loans for the purpose for which these loans were
obtained.
(xii) No fraud on or by the Company has been noticed
or reported during the period covered by our audit.
(viii)In our opinion, the Company’s accumulated
losses at the end of the financial year are more
than fifty percent of its net worth. The Company
has not incurred cash losses during the year and
in the immediately preceding financial year.
(ix) The Company has not defaulted in repayment of
dues to any bank or to debenture-holders during
the year.
per David Jones
Partner
(x) The Company has not given any guarantees for
loans taken by others from banks or financial
Place : Noida
Date : May 26, 2015
91
(All amounts in ` lacs, unless stated otherwise)
Note no.
As at
31 March 2015
As at
31 March 2014
Equity and Liabilities
Shareholders’ funds
Share capital
Reserves and surplus
3
4
Non-current liabilities
Long-term borrowings
Other long term liabilities
Long-term provisions
10,656
(41,838)
(31,182)
10,650
(41,541)
(30,891)
5
6
7
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
1,826
656
2,482
77,911
9,182
1,419
88,512
8
9
10
11
4,795
11,647
221,350
106,611
344,403
315,703
6,579
13,438
116,055
83,609
219,681
277,302
12.1
12.2
12.3
144,231
1,100
47,014
134,897
747
40,755
Non-current investments
Long-term loans and advances
Other non-current assets
13
14
15
Current assets
Current investments
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
31,804
11,405
1,663
237,217
26,804
10,258
1,486
214,947
16
17
18
19
20
21
987
6,368
42,493
26,482
2,156
78,486
315,703
5,000
748
4,149
33,989
17,967
502
62,355
277,302
Assets
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Significant accounting policies
2
The accompanying notes (1 to 54) form an integral part of the financial statements.
This is the balance sheet referred to in our report of even date
For and on behalf of the Board of Directors of
per David Jones
Partner
92
Place: Noida
Dated: 26 May 2015
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Noida
Dated: 26 May 2015
Statement of Profit and Loss for
the year ended 31 March 2015
Note no.
For the
year ended
31 March 2015
For the
year ended
31 March 2014
278,164
5,468
283,632
250,898
6,602
257,500
806
635
(239)
139,535
10,129
17,538
61,375
54,387
283,531
113
132,830
8,907
13,268
59,731
45,800
261,284
101
(3,784)
-
11,637
Profit/ (Loss) before tax, after prior period items
101
(15,421)
Profit/ (loss) from continuing operations before tax
Tax expense
Profit/ (loss) from continuing operations after tax
1,253
1,253
(13,373)
(13,373)
(1,152)
(1,152)
(2,048)
(2,048)
101
(15,421)
Basic earning/ (loss) per equity share (in `)
Diluted earning/ (loss) per equity share (in `)
(Face value of ` 1 each)
0.01
0.01
(1.45)
(1.45)
Income
Revenue from operations
Other income
Total revenue
Expenses
Purchases of stock-in-trade (consumer premises
equipments related accessories/spares)
Changes in inventories of stock-in-trade
Operating expenses
Employee benefits expense
Finance costs
Other expenses
Total expenses
22
23
24
25
26
27
12.1 and 12.2
28
Profit/ (Loss) before prior period items and tax
Prior period items
29
Profit/ (loss) from discontinuing operations before tax
Tax expense
Profit/ (loss) from discontinuing operations after tax
2
This is the statement of Profit and Loss referred to in our report of even date
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
Place: Noida
Dated: 26 May 2015
93
Cash Flow Statement for the year
ended 31 March 2015
For the
year ended
31 March 2015
For the
year ended
31 March 2014
101
(15,421)
Cash flows from operating activities
Net profit/ (loss) before tax
Adjustments for :
61,375
59,731
Loss on sale/ discard of fixed assets and capital work-in-progress
2,344
3,794
Profit on redemption of units of mutual funds (non trade, current)
(243)
(484)
-
(5)
62
131
Provision for wealth taxes
1
(31)
Bad debts written off
3
-
Profit on sale of investment (trade) in a subsidiary
Provision for employee benefits
Liabilities written back
Foreign exchange fluctuation (net)
(40)
(482)
(442)
(2,087)
Interest expense
15,440
11,157
Interest income
(4,662)
(4,504)
Operating profit before following adjustments
73,939
51,799
(239)
113
(Increase) in trade receivables
(2,223)
(1,113)
(Increase)/ decrease in loans and advances & other current assets
(2,735)
13,519
(Increase)/ decrease in inventories
Increase in trade payables and other current liabilities
Cash flow from operations
Income taxes paid (net of refund)
Net cash flow from operating activities (A)
9,275
7,066
78,017
71,384
(667)
(602)
77,350
70,782
(69,436)
(28,335)
62
30
(50,600)
(123,901)
50,843
120,407
(675)
(1,990)
36
-
Cash flows from investing activities
Purchases of fixed assets (including capital work in progress and capital
advances)
Proceeds from sale of fixed assets
Purchases of investments
Proceeds from sale of investments
Loans given to body corporates
Refund of loans given to body corporates
Movements in fixed deposits having maturity of more than 3 months
Interest received
94
Net cash used in investing activities (B)
(2,320)
(861)
4,403
4,376
(67,687)
(30,274)
Cash Flow Statement for the year
ended 31 March 2013 (Contd.)
Cash flows from financing activities
Interest paid
Proceeds from issue of capital / call money received
Proceeds from borrowings (excluding vehicle loans)
Repayments of borrowings (excluding vehicle loans)
Repayments of vehicle loans
Net cash used in financing activities (C)
For the
year ended
31 March 2015
For the
year ended
31 March 2014
(7,610)
346
79,114
(75,472)
(3,622)
(6,253)
30
46,689
(86,626)
(2)
(46,162)
6,041
5,540
11,581
(5,654)
11,194
5,540
8
3
10,854
383
336
11,581
4,656
755
126
5,540
42,493
30,912
11,581
33,989
28,449
5,540
Net increase/(decrease) in Cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (refer note 19) #
Cash and cash equivalents includes:
Cash on hand
Balances with scheduled banks
- in current accounts #
- deposits with maturity of upto 3 months
Cheques, drafts on hand
Cash and cash equivalents
# include ` 0.47 lacs (previous year ` 0.47 lacs) in share call money
accounts in respect of rights issue.
Reconciliation of Cash and cash equivalents with cash and bank balances
Cash and bank balances (refer note 19)
Less: deposits with maturity of more than 3 months
2
This is the cash flow statement referred to in our report of even date
per David Jones
Partner
Place: Noida
Dated: 26 May 2015
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
95
Notes to the financial statements for the
year ended 31 March 2015
1.Background
Dish TV India Limited (‘Dish TV’ or ‘the Company’) was incorporated on 10 August 1988. The Company is
engaged in the business of Direct to Home (‘DTH’) and Teleport services.
2.Significant accounting policies
a)
Basis of preparation of financial statements
The financial statements have been prepared to comply in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).
The financial statements have been prepared on a going concern basis under the historical cost
convention on accrual basis in accordance with the generally accepted accounting principles in India.
The accounting policies have been consistently applied by the Company and are consistent with those
used in the previous year.
All assets and liabilities have been classified as current or non-current, wherever applicable as per
the operating cycle of the Company and as per the guidance as set out in Schedule III to the Companies
Act, 2013.
Going concern
b)
The management believes that it is appropriate to prepare these financial statements on a ‘going
concern’ basis, for the following reasons:-
i)
ii) The DTH business necessitates long gestation period. Being first mover, the Company has
incurred huge cost on establishment and on awareness of the product, brand building on a pan
India basis, the benefits of which will accrue in the future years.
iii) The management is fully seized of the matter and is of the view that going concern assumption
holds true and that the Company will be able to discharge its liabilities in the normal course of
business since the Company holds sanctioned loan facilities from banks and would meet the
debt obligations on due dates.
iv) The Company has positive operating cash flows.
Accordingly, the financial statements do not require any adjustment as to the balances carried in
the balance sheet.
c)Use of estimates
96
The Company’s DTH license was valid upto 30 September 2013. Since the DTH license was
expiring on said date, company has requested to MIB for renewal of the aforementioned DTH
license. On recommendation TRAI, MIB has extended the validity for an interim period of one
year (i.e. with validity till 30 September 2014) on existing terms and condition subjected to
certain prescribed condition related to renewal of bank guarantee and undertaking to honoured
the financial obligation arising from change in policy. The Company has further written for the
extension and same is pending with MIB. According to us, no significant financial adjustment is
expected in this regard.
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent liabilities on the date of the financial statements and
the results of operations during the reporting periods. Although these estimates are based upon
management’s knowledge of current events and actions, actual results could differ from those
estimates and revisions, if any, are recognised in the current and future periods.
d)
Fixed assets and capital work in progress
Tangible assets;
Fixed assets are recorded at the cost of acquisition, net of cenvat credit including all incidental
expenses attributable to the acquisition and installation of assets, upto the date when the assets are
ready for use.
Consumer Premise Equipments (CPE) are capitalized on activation of the same.
Capital work in progress comprises of CPE items and is valued at cost.
Intangible assets;
Intangible assets are recognised if it is probable that the future economic benefits that are attributable
to the asset will flow to the Company and the cost of the asset can be measured reliably. These assets
are valued at cost which comprises the purchase price and any directly attributable expenditure on
making the asset ready for its intended use.
License fees paid, including fee paid for acquiring license to operate DTH services, is capitalized as
intangible asset.
Cost of computer software includes license fees, cost of implementation and appropriate system
integration expenses. These costs are capitalized as intangible assets in the year in which related
software is implemented.
e)Depreciation and amortisation
1)Tangible assets
Depreciation on fixed assets for the year ended 31 March 2014 is provided on straight line method
at rates which are either greater than or equal to the corresponding rates in Schedule XIV of the
Companies Act, 1956.
Pursuant to the notification of Schedule II of the Companies Act, 2013, by the Ministry of Corporate
Affairs effective 1 April 2014, management has provided the depreciation on the tangible assets
on straight line method as per the useful life prescribed in Schedule II, except in case of following
category where life of the assets have been assessed as under based on technical advice taking
into account the nature of assets, estimated usage of the assets, the operating conditions of
assets, past history of replacement, anticipated technological changes etc.
i)
CPEs are depreciated over their useful life of five years, as estimated by the management.
CPEs that remain inactive for a specific period of time (five hundred days from the date of
inactivation) determined based on past experience, are depreciated on accelerated basis.
Corresponding lease advances in such cases are recognised as income.
ii)
Aircraft is depreciated over the estimated useful life of ten years.
2)
Intangible assets
i)
DTH license fee is amortized over the period of license and other license fees are amortized
over the management estimate of useful life of five years.
ii)
Software are amortised on straight line method over an estimated life of one year to five
years.
Leasehold improvements are amortised over the period of lease or their useful lives, whichever
is shorter.
3)
f)Impairment
The carrying amounts of the Company’s assets (including goodwill) are reviewed at each balance
sheet date in accordance with Accounting Standard 28 ‘Impairment of Assets’, to determine whether
there is any indication of impairment. If any such indication exists, the recoverable amount of asset
97
is estimated as higher of its net selling price and value in use. Value in use is arrived at by disclosing
the estimated future cash flow to their present cash flow based on appropriate discounting rate. An
impairment loss is recognized, whenever the carrying amount of an asset or its cash generating unit
exceeds its recoverable amount. Impairment losses are recognised in the Statement of Profit and
Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined net of depreciation or
amortisation, had no impairment loss been recognised.
g)Inventories
Inventories of CPE related accessories and spares are valued at the lower of cost and net realisable
value. Cost of inventories includes all costs incurred in bringing the inventories to their present
location and condition. Cost is determined on a weighted average basis.
h)Revenue recognition
i)
Service revenue
-
Subscription and other service revenues are recognized on an accrual basis on rendering of
the services.
-
Lease rental is recognized as revenue as per the terms of the contract of operating lease
over the period of lease on a straight line basis.
-
Activation fee is recognised on an upfront basis considering the level of services rendered
on activation, the corresponding cost incurred and separate consideration charged for the
subsequent continuing services.
Sale of goods
ii)
-
Revenue from sale of stock-in-trade is recognised when the products are dispatched
against orders to the customers in accordance with the contract terms, which coincides
with the transfer of risks and rewards.
-
Sales are stated net of rebates, trade discounts, sales tax and sales returns.
iii)
Interest income
98
i)
Income from deployment of surplus funds is recognised using the time proportion method,
based on interest rates implicit in the transaction.
Foreign currency transactions and forward contracts
Foreign currency transactions
i)
Foreign currency transactions are accounted for at the exchange rate prevailing on the date
of the transaction. All monetary foreign currency assets and liabilities are converted at the
exchange rates prevailing at the date of the balance sheet. All exchange differences, other than
in relation to acquisition of fixed assets and other long term foreign currency monetary liabilities
are dealt with in the Statement of Profit and Loss.
ii)
In accordance with Accounting Standard-11, “Accounting for the Effects of Changes in Foreign
Exchange Rates”, exchange differences arising in respect of long term foreign currency monetary
items used for acquisition of depreciable capital asset, are added to or deducted from the cost of
asset and are depreciated over the balance useful life of asset.
iii) The premium or discount arising on entering into a forward exchange contract for hedging
underlying assets and liabilities is measured by the difference between the exchange rate at
the date of the inception of the forward exchange contract and the forward rate specified in the
contract and is amortised as expense or income over the life of the contract. Exchange difference
on a forward exchange contract is the difference between:
-
the foreign currency amount of the contract translated at the exchange rate at the reporting
date, or the settlement date where the transaction is settled during the reporting period, and;
-
the same foreign currency amount translated at the latter of the date of inception of the
forward exchange contract and the last reporting date.
These exchange differences are recognised in the Statement of Profit and Loss in the reporting
period in which the exchange rates change.
iv)
Derivatives
j)Investments
Apart from forward exchange contracts taken to hedge existing assets or liabilities, the Company
also uses derivatives to hedge its foreign currency risk exposure relating to firm commitments
and highly probable transactions. In accordance with the relevant announcement of the Institute
of Chartered Accountants of India, the company provides for losses in respect of such outstanding
derivative contracts at the balance sheet date by marking them to market. Net gain, if any, is not
recognised. The contracts are aggregated category-wise, to determine the net gain/loss.
Long-term investments, including their current portion, are carried at cost less diminution, other
than temporary in value. Current investments are carried at the lower of cost and fair value which is
computed category wise.
k)Employee benefits
i)
Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified
as short-term employee benefits. Benefits such as salaries, wages, and bonus, etc., are recognised
in the Statement of Profit and Loss in the period in which the employee renders the related service.
ii)
Post-employment benefit
Defined contribution plan
The Company deposits the contributions for provident fund and employees’ state insurance to
the appropriate government authorities and these contributions are recognised in the Statement
of Profit and Loss in the financial year to which they relate.
Defined benefit plan
iii) Other long term employee benefits
The Company’s gratuity scheme is a defined benefit plan. The present value of the obligation under
such defined benefit plan is determined based on actuarial valuation carried out at the end of the
year by an independent actuary, using the Projected Unit Credit Method, which recognises each
period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The obligation is measured at the present
value of the estimated future cash flows. The discount rates used for determining the present
value of the obligation under defined benefit plans is based on the market yields on Government
Securities for relevant maturity. Actuarial gains and losses are recognized immediately in the
Statement of Profit and Loss.
Benefits under the Company’s compensated absences constitute other long-term employee
benefits. The liability in respect of compensated absences is provided on the basis of an actuarial
valuation done by an independent actuary at the year end. Actuarial gains and losses are
recognised immediately in the Statement of Profit and Loss.
l)Employee stock option scheme
The Company calculates the compensation cost based on the intrinsic value method wherein the excess
of value of underlying equity shares as on the date of the grant of options over the exercise price of the
options given to employees under the employee stock option schemes of the Company, is recognised as
deferred stock compensation cost and amortised over the vesting period on a graded vesting basis.
99
m)Leases
Operating lease
n)Earnings per share
Basic earning/loss per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.
o)Taxation
Tax expense comprises of current and deferred tax. Current income tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Income tax Act, 1961. Deferred income
taxes reflects the impact of current year timing differences between taxable income and accounting
income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at
the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets
can be realized. However deferred tax arising from brought forward losses is recognised only when
there is virtual certainty supported by convincing evidence that such asset will be realized.
Minimum alternative tax (MAT) paid in accordance with the tax laws, which gives rise to future economic
benefits in the form of adjustment of future income tax liability, is considered as an asset if there is
convincing evidence that the Company will pay normal income tax in future years. In the year in which
MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations
contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is
created by way of a credit to the statement of profit and loss and shown as MAT credit entitlement. The
Company reviews the same at each balance sheet date and writes down the carrying amount of MAT
credit entitlement to the extent there is no longer convincing evidence to the effect that the Company
will pay normal income tax during the specified year.
p)Provisions and contingent liabilities
The Company recognises a provision when there is a present obligation as a result of a past event and
it is more likely than not that there will be an outflow of resources embodying economic benefits to
settle such obligations and the amount of such obligation can be reliably estimated. Provisions are not
discounted to their present value and are determined based on the management’s estimation of the
outflow required to settle the obligation at the balance sheet date. These are reviewed at each balance
sheet date and adjusted to reflect current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events
and the existence of which will be confirmed only by the occurrence or non-occurrence of future
events, not wholly within the control of the Company. Contingent liabilities are also disclosed for the
present obligations that have arisen from past events in respect of which it is not probable that there
will be an outflow of resources or a reliable estimate of the amount of obligation cannot be made.
When there is an obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.
100
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased asset are classified as operating leases. Operating lease charges are recognised as an
expense in the Statement of Profit and Loss on a straight line basis.
q)
Cash and cash equivalents in the Cash Flow Statement comprise cash at bank and in hand, cheques
in hand and short term investments with an original maturity of three months or less
3.
Share capital
As at
31 March 2015
As at
31 March 2014
15,000
15,000
Issued, subscribed and fully paid-up
1,065,519,640 (previous year 1,064,902,570) equity shares of ` 1 each,
fully paid up
10,655
10,649
Issued, subscribed, but not fully paid-up
51,945 (previous year 52,195) equity shares of ` 1 each, fully called up
(refer footnote b)
1
1
(0)
10,656
(0)
10,650
Authorised
1,500,000,000 (previous year 1,500,000,000) equity shares of ` 1 each
Less: calls in arrears (other than from directors/ officers) *
*` 20,474 as on 31 March 2015 and ` 20,549 as on 31 March 2014
a)
Reconciliation of the number of shares outstanding at the beginning
and at the end of the year
Shares at the beginning of the year
Add: Further issued during the year under Employees Stock Option Plan
Shares at the end of the year
Nos
1,064,954,765
616,820
1,065,571,585
Nos
1,064,885,175
69,590
1,064,954,765
b)
Detail of shares not fully paid-up
21,993 (previous year 22,193) equity shares of ` 1 each, ` 0.75 paid up
29,952 (previous year 30,002) equity shares of ` 1 each, ` 0.50 paid up.
c)
Rights, preferences, restrictions attached to the equity shares
The Company has only one class of equity shares, having a par value of Re.1 per share. Each shareholder
is eligible to one vote per fully paid equity share held (i.e. in proportion to the paid up shares in equity
capital). The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in
the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share
capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In
the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.
d)
Details of shareholders holding more than 5% shares of the Company
Direct Media Distribution Ventures
Private Limited
Deutsche Bank Trust Company
Americas [refer footnote e(ii)]
Direct Media Solutions Private Limited
As at 31 March 2015
Number of
% holding in
shares
the Company
457,212,260
42.91%
As at 31 March 2014
Number of
% holding in
shares
the Company
457,212,260
42.93%
85,035,000
7.98%
85,035,000
7.99%
180,000,000
16.89%
180,000,000
16.90%
101
e)
Issued, subscribed and fully paid up shares include:
i) 2,164,190 (previous year 1,547,370) equity shares of ` 1 each, fully paid up, issued to the employees,
under Employee Stock Option Plan, i.e., ESOP 2007.
ii) 85,035,000 (previous year 85,035,000) equity shares of Re. 1 each, fully paid up, for underlying 85,035
nos. (previous year 85,035 nos.) Global Depository Receipts (GDR). Each GDR represents 1,000 Equity
Shares of Re. 1 each.
f)
4,282,228 (previous year 4,282,228) equity shares of Re. 1 each are reserved for issue under Employee
Stock Option Plan 2007. (refer note 34 for terms and amount etc.)
4.
Securities premium account
Opening balance
Add: received during the year
Closing balance
General reserves
Deficit in the Statement of Profit and Loss
Opening balance
Adjustment for depreciation (refer note 12.4)
Closing balance
5 . Long-term borrowings
Secured loans:
Debentures (refer note 53)
From banks
Term loans
Buyers’ credits
Less: amount disclosed under the head
“Other current liabilities” (refer
note 10)
As at
As at
31 March 2015 31 March 2014
Non current
As at
31 March 2015
As at
31 March 2014
153,835
340
154,175
1,849
153,778
57
153,835
1,849
(197,225)
(738)
101
(197,862)
(41,838)
(181,804)
(15,421)
(197,225)
(41,541)
As at
As at
31 March 2015 31 March 2014
Current maturities
-
-
20,000
-
-
18,930
58,981
77,911
-
31,925
91,668
143,593
143,593
17,088
39,372
56,460
56,460
-
77,911
-
-
During the year, the Company has entered into novation agreement with the banks to transfer its debts to
its subsidiary company, Dish Infra Services Pvt. Ltd., with effect from 01 April 2015 (refer note 33)
102
Repayment terms, rate of interest and nature of security for the outstanding long-term borrowings as
at 31 March 2015
a)
Debentures
First ranking pari passu charge on all present and future tangible i.e. movable and current assets of the
Company
Rate of interest and terms of repayment
Bullet repayment after three years from the date of allotment along with cumulative interest at the rate
of 12.40% pa.
b)
Term loans - Secured
(i)
Term loans of ` Nil (previous year ` 9,715 lacs) are under syndicate Rupee Loan Facility and are
secured by the creation of a first ranking charge by way of mortgage in favor of a security trustee
over all the immoveable assets, present and future, a charge by way of hypothecation over (a)
all the moveable assets, present and future; (b) the balances lying in and to the credit of certain
accounts and the proceeds of any investments made out of the said balances; and (c) all the
rights, title and interest in various contracts, authorizations, approvals and licenses, including the
DTH license (to the extent that it is capable of being charged or assigned) and insurance policies.
Further, an amount equal to three months payment of principal and interest on the outstanding facility is
guaranteed by Zee Entertainment Enterprises Limited, a related party [refer note 37e].
For the financial year ended 31 March 2015
Nil
Repayable in quarterly installments
a) Loan amounting to ` 2,813 lacs as on reporting date is payable in six quarterly installments alongwith
monthly interest at bank base rate plus 2.25 % per annum.
b) Loan amounting to ` 3,591 lacs as on reporting date is payable in six quarterly installments alongwith
c) Loan amounting to ` 1,875 lacs as on reporting date is payable in six quarterly installments alongwith
d) Loan amounting to ` 1,436 lacs as on reporting date is payable in six quarterly installments alongwith
monthly interest at 12.25% per annum.)
(ii)
Term loan of ` Nil (previous year ` 1,875 lacs) is secured by (a) first pari-passu charges on consumer
premises equipment (CPE), (both present and future), of the Company; (b) first pari-passu charges on all
current assets including stock of raw materials, semi finished and finished goods, consumable stores and
spares and such other movable including book debts, bills, outstanding monies receivables (both present
and future); (c) first pari-passu charges on all movable and immovable fixed assets, (both present and
future); (d) assignment of insurance policies pertaining to CPE charged, current assets and movable fixed
assets, of the Company. Further, a corporate guarantee is given by Direct Media Distribution Ventures
Private Limited, a related party in respect of this loan [refer note 37e].
Nil
Loan amounting to ` 1,875 lacs as on reporting date is payable in six quarterly installments alongwith
103
(iii) Term loan of ` 12,943 lacs (previous year ` 7,909 lacs) is secured by (a) first pari-passu charges on
consumer premises equipment (CPE), (both present and future), of the Company; (b) first pari-passu
charges on all current assets and fixed assets of the Company (both present and future); (c) assignment of
insurance policies pertaining to CPE charged, current assets and movable fixed assets of the Company; (d)
DSRA to be created upfront for one Quarter interest; (e) Non Disposal Undertaking from Promoter Group
Companies to continue holding at least 51% shareholding.
Loan amounting to ` 12,943 lacs as on reporting date is payable in twenty quarterly installments alongwith
monthly interest at 12.00% per annum. Last date of repayment is March 2020.
Loan amounting to ` 7,909 lacs as on reporting date is payable in eight quarterly installments alongwith
monthly interest at 12.75% to 13% per annum.
(iv) Term Loan of ` 12,482 lacs (previous year ` 10,019) is secured by (a) first pari-passu charges on moveable
and immoveable fixed assets of the Company; (b) first pari-passu charges on the current assets; (c) DSRA
to be created upfront for one Quarter interest; (d) Non Disposal Undertaking for shares of the Company to
the extent of ` 60 Crores. Further, a corporate guarantee is given by M/s Direct Media Distribution Ventures
Private Limited a related party in respect of this loan [refer note 37e].
Loan amounting to ` 12,482 lacs as on reporting date is payable in five quarterly installments alongwith
monthly interest at bank base rate plus 1.95% per annum.
Loan amounting to ` 10,019 lacs as on reporting date is payable in ten quarterly installments alongwith
(v)
Term loan of ` 6,500 lacs (previous year ` 6,500) is secured by (a) first pari-passu charges on consumer
current assets and fixed assets of the Company (both present and future).
Loan amounting to ` 6,500 lacs as on reporting date is payable in fourteen quarterly installments after a
moratorium period of 18 months alongwith monthly interest at bank base rate plus 3% per annum.
c)
Buyer’s credits - Secured
(i)
Buyer’s credit of ` 15,486 lacs (previous year ` 29,071 lacs) is secured by pari passu first charge on the
movable and immovable fixed assets and current assets of the Company. Further, a corporate guarantee
is given by Direct Media Distribution Ventures Private Limited, a related party [refer note 37e].
Buyer’s credit comprises of several loan transactions ranging between 2.5 to 3 years of maturities. Each
transaction is repayable in full on maturity dates falling between January’ 2016 (being the farthest) and
July 2015 (being the closest).
104
Interest on all Buyer’s Credit is payable in half yearly installments ranging from Libor plus 45 bps to Libor
plus 188 bps.
April’ 2014 (being the closest).
plus 240 bps.
(ii)
Buyer’s credit of ` Nil lacs (previous year ` 661 lacs) is secured by first ranking pari passu charge on all
present and future tangible movable/ immovable and current assets of the Company including proceeds
account; exclusive charge on reserve account; assignment of rights, titles and interest of the Company
in all the contracts, authorisations, approvals, and licenses (to the extent the same are capable of being
assigned); and assignment of all insurance policies.
Nil
Buyer’s credit comprises of single loan transaction having 2.75 years of maturity. Transaction is repayable
in full in April 2014. Interest on Buyer’s Credit is payable in half yearly installments at Libor plus 200 bps.
(iii) Buyer’s credit of ` 34,158 lacs (previous year ` 31,271 lacs) is secured by first pari passu charge on all
present and future moveable and immovable assets, including but not limited to inventory of set-top-boxes
and accessories etc., book debts, operating cash flows, receivables, commissions, revenue of whatever
nature and wherever arising, present and future, and on all intangibles assets including but not limited to
goodwill and uncalled capital, present and future, of the Company. Further, a corporate guarantee is given
by Sprit Textiles Private Limited and Jayneer Capital Private Limited and a personal guarantee by key
managerial personnel in respect of this loan. [refer note 37e].
Buyer’s credit comprises of several loan transactions ranging between 1 to 3 years of maturities. Each
transaction is repayable in full on maturity dates, falling between September’ 2017 (being the farthest) and
Interest on ` 7,177 lacs buyer’s credit is payable in half yearly installments ranging from Libor plus 44 bps
to Libor plus 195 bps.
Interest on ` 26,981 lacs buyer’s credit is payable in yearly installments ranging from Libor plus 55 bps to
Libor plus 100 bps
transaction is repayable in full on maturity dates, falling between March’ 2016 (being the farthest) and
Interest on ` 27,038 lacs buyer’s credit is payable in half yearly installments ranging from Libor plus 44
bps to Libor plus 350 bps.
Interest on ` 4,233 lacs buyer’s credit is payable in yearly installments at Libor plus 165 bps.
105
(iv) Buyer’s credit of ` 20,912 lacs (previous year ` 20,027 lacs) is secured by (a) first pari passu charge on
consumer premises equipment (CPE) (both present and future); (b) first pari passu charges by way of
hypothecation on the Company’s entire current assets which would include stocks of raw materials, semi
finished and finished good, consumable stores and spares and such other movables, including books
debts, bills, outstanding monies receivables (both present and future) in a form and manner satisfactory
to the bank; (c) first pari passu charge on all movable fixed assets of the Company; (d) assignment of
insurance policies pertaining to CPE charged, current assets and movable fixed assets.
transaction is repayable in full on maturity dates falling between October’ 2017 (being the farthest) and
Interest on all buyer’s credit is payable in half yearly installments ranging from Libor plus 90 bps to Libor
plus 250 bps.
transaction is repayable in full on maturity dates falling between February’ 2016 (being the farthest) and
plus 250 bps.
(v)
Buyer’s credit of ` 17,392 lacs (previous year ` 15,706 lacs) secured by (a) first pari-passu charges on
consumer premises equipment (CPE) (both present and future); (b) first pari-passu charges on all current
assets including stock of raw materials, semi finished and finished goods, consumable stores and spares
and such other movable including book debts, bills, outstanding monies receivables (both present and
future); (c) first pari-passu charges on all movable and immovable fixed assets (both present and future);
(d) assignment of insurance policies pertaining to CPE charged, current assets and movable fixed assets.
Further, a corporate guarantee is given by Direct Media Distribution Ventures Private Limited, a related
party in respect of this loan [refer note 37e].
transaction is repayable in full on maturity dates falling between September’ 2017 (being the farthest) and
Interest on ` 3,318 lacs buyer’s credit is payable in half yearly installments at Libor plus 90 bps.
Libor plus 165 bps.
transaction is repayable in full on maturity dates falling between March’ 2016 (being the farthest) and Jan’
2015 (being the closest).
Interest on ` 12,520 lacs buyer’s credit is payable in yearly installments ranging from Libor plus 155 bps
106
(vi) Buyer’s credit of ` 3,720 lacs (previous year ` 1,617) secured by (a) first pari-passu charges on consumer
premises equipment (CPE) (both present and future); (b) first pari-passu charges on all current assets
including stock of raw materials, semi finished and finished goods, consumable stores and spares and
such other movable including book debts, bills, outstanding monies receivables (both present and future);
(c) first pari-passu charges on all movable and immovable fixed assets (both present and future); (d)
assignment of insurance policies pertaining to CPE charged, current assets and movable fixed assets.
Buyer’s credit comprises of several loan transactions ranging between 2.5 to 2.85 years of maturities.
Each transaction is repayable in full on maturity dates falling between June’ 2017 (being the farthest) and
Feb’ 2016 (being the closest).
Libor plus 125 bps.
Buyer’s credit comprises of several loan transactions ranging between 2.5 to 2.75 years of maturities.
Each transaction is repayable in full on maturity dates falling between Sept’ 2016 (being the farthest) and
Nov’ 2014 (being the closest).
Interest on ` 153 lacs buyer’s credit is payable in yearly installments at Libor plus 150 bps.
d)
The Company did not have any continuing defaults as on the balance sheet date in repayment of loans
and interests.
6.
Other long-term liabilities
Others:
Income received in advance
Money received against partly paid
up shares (refer note 43)*
Interest accrued but not due on
borrowings
Less: amount disclosed under the
head “Other current liabilities”
(refer note 10)
As at
As at
31 March 2015 31 March 2014
Non current
As at
As at
31 March 2015 31 March 2014
Current
1,826
0
9,182
0
33,195
-
33,902
-
1,826
-
9,182
-
1,237
34,432
34,432
33,902
33,902
1,826
9,182
-
-
* ` 47,191 as on 31 March 2015 and `4 7,191 as on 31 March 2014
107
7.
- Gratuity (refer note 35)
- Compensated absences
As at
As at
31 March 2015 31 March 2014
Non current
head “Short-term provisions”
(refer note 11)
8.
Secured loans
Loans repayable on demand
- Cash credit from bank
Other loans
- Buyers’ credits
As at
As at
31 March 2015 31 March 2014
Current
429
227
656
-
909
510
1,419
-
525
355
880
880
27
28
55
55
656
1,419
-
-
As at
31 March 2015
As at
31 March 2014
-
4,000
4,795
4,795
2,579
6,579
Repayment terms, rate of interest and nature of security for the outstanding short-term borrowings as
at 31 March 2015
a)
Cash Credit - Secured
Cash credit from bank is secured by first pari passu charge on the movable and immovable fixed assets
and current assets of the Company.
Payable on demand
Interest @ 13.25 % pa
Payable on demand
108
b)
(i)
Buyer’s credit of ` 2,721 lacs (previous year ` nil) is secured by first pari passu charge on all present
and future moveable and immovable assets, including but not limited to inventory of set-top-boxes and
accessories etc., book debts, operating cash flows, receivables, commissions, revenue of whatever nature
and wherever arising, present and future, and on all intangibles assets including but not limited to goodwill
and uncalled capital, present and future, of the Company. Further, a corporate guarantee is given by Sprit
Textiles Private Limited and Jayneer Capital Private Limited and a personal guarantee by key managerial
personnel in respect of this loan. [refer comment in note 37e].
Buyer’s credit comprises of several loan transactions having 1 year of maturity. Each transaction is repayable in
full on maturity dates, falling between December’ 2015 (being the closest) and January’ 2016 (being the farthest).
Interest on ` 2,721 lacs buyer’s credit is payable in yearly installments at Libor plus 36 bps to Libor plus 55 bps
(ii)
Buyer’s credit of ` 2,074 lacs (previous year ` 705 lacs) secured by (a) first pari-passu charges on
party in respect of this loan [refer comment in note 37e].
Buyer’s credit comprises of several loan transactions having 1 year of maturity. Each transaction is repayable in
full on maturity dates falling between September’ 2015 (being the farthest) and April’ 2015 (being the closest).
Interest on ` 2,074 lacs buyer’s credit is payable in yearly installments ranging from Libor plus 45 bps to Libor
plus 58 bps.
Repayable on maturity alongwith interest at Libor plus 55 bps to Libor plus 60 bps.
(iii) Buyer’s credit of ` nil lacs (previous year ` 1,874 Lac) secured by (a) first pari-passu charges on consumer
Nil
Repayable on maturity alongwith interest at the rate of Libor plus 59 bps.
c)
The Company did not have any defaults as on the balance sheet date in repayment of loans and interests.
9.
Trade payables
Sundry creditors
- Due to micro and small enterprises (refer note below)
- Others
As at
As at
31 March 2015 31 March 2014
11,647
13,438
11,647
13,438
The management has identified micro and small enterprises as defined under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier or
vendors of the Company. Based on the information available with the Company, as at the year end, there
are no dues to micro and small Enterprises that are reportable under the MSMED Act, 2006.
109
10. Other current liabilities
As at
As at
31 March 2015 31 March 2014
143,593
56,460
487
468
34,432
33,902
Current maturities of long-term borrowings (refer note 5)
Interest accrued but not due on borrowings
Income received in advance (refer note 6)
Other payables
- Statutory dues
- Accrued loss on forward contracts
- Advances/deposits received
- Book overdraft
- Commission accrued
- Employees’ payables
- Creditors for fixed assets
11. Short-term provisions
7,296
10,424
2,116
2,795
372
19,835
221,350
4,687
16
10,455
1,462
2,101
138
6,366
116,055
As at
31 March 2015
As at
31 March 2014
525
355
27
28
105,047
1
683
106,611
83,553
1
83,609
Provision for employee benefits (refer note 7)
Other provisions
-Regulatory dues including interest (refer note 39 a)
-Wealth tax
-Mark to market loss provision
12.1. Fixed Assets - Tangible assets
As at 31 March 2015
Particulars
Gross block
As at
01 April
2014
Depreciation
Sales/
adjustments
As at
31 March
2015
Upto
01 April
2014
For the
year
Net block
Sales/
adjustments
Upto
31 March
2015
As at
31 March
2015
Plant and machinery
14,930
581
43
15,468
9,711
1,460
(576)
11,747
3,721
Consumer premises
equipment [Refer
note 38b]
380,699
70,272
-
450,971
254,870
58,927
-
313,797
137,174
1,296
98
65
1,329
780
224
(25)
1,029
300
294
236
8
522
72
83
(70)
225
297
Computers
Office equipment
Furniture and fixtures
Vehicles and aircraft
Leasehold
improvements*
Total
110
Additions
212
9
-
221
76
29
(3)
108
113
3,583
30
41
3,572
608
358
20
946
2,626
45
-
-
45
45
0
-
45
-
401,059
71,226
157
472,128
266,162
61,081
(654)
327,897
144,231
As at 31 March 2014
Particulars
Gross block
As at
01 April
2013
Additions
Depreciation
Sales/
adjustments
As at
31 March
2014
Upto
01 April
2013
Net block
Sales/
adjustments
For the
year
Upto
31 March
2014
As at
31 March
2014
Plant and machinery
14,283
661
14
14,930
8,411
1,307
7
9,711
5,219
Consumer premises
equipment [Refer
note 38b]
329,947
50,752
-
380,699
197,266
57,604
-
254,870
125,829
1,150
200
54
1,296
644
163
27
780
516
254
44
4
294
57
16
1
72
222
Computers
Office equipment
Leasehold
improvements**
Total
217
4
9
212
66
15
5
76
136
3,590
23
30
3,583
263
359
14
608
2,975
47
-
2
45
47
0
2
45
-
349,488
51,684
113
401,059
206,754
59,464
56
266,162
134,897
* ` 18,079 is the depreciation for the year 2014-15.
** ` 44,772 is the depreciation for the year 2013-14.
12.2. Fixed Assets - Intangible assets
As at 31 March 2015
Particulars
Gross block
As at
01 April
2014
Additions
Amortisation
Sales/
adjustments
As at
31 March
2015
Upto
01 April
2014
For the
year
Net block
Sales/
adjustments
Upto
31 March
2015
As at
31 March
2015
Goodwill
4,512
-
-
4,512
4,512
-
-
4,512
-
License fees
1,174
-
-
1,174
1,174
-
-
1,174
-
Software
3,068
647
-
3,715
2,321
294
-
2,615
1,100
Total
8,754
647
-
9,401
8,007
294
-
8,301
1,100
As at 31 March 2014
Particulars
Gross block
As at
01 April
2013
Additions
Amortisation
Sales/
adjustments
As at
31 March
2014
Upto
01 April
2013
For the
year
Net block
Sales/
adjustments
Upto
31 March
2014
As at
31 March
2014
Goodwill
4,512
-
-
4,512
4,512
-
-
4,512
-
License fees
1,174
-
-
1,174
1,116
58
-
1,174
-
Software
2,705
363
-
3,068
2,112
209
-
2,321
747
Total
8,391
363
-
8,754
7,740
267
-
8,007
747
12.3.
Capital work in progress of ` 47,014 lacs (previous year ` 40,755 lacs) includes assets in transit of ` 5,777 lacs (previous year ` 3,818 lacs).
12.4.
i) Additions/adjustments to gross block of consumer premises equipment (CPE) and plant and machinery include loss on account of foreign
exchange fluctuations amounting to ` 4,182 lacs (previous year ` 16,379 lacs), and ` 10 lacs (previous year ` 162 lacs) respectively [also refer note
45a]. The Company has exercised the option under para 46A of Accounting Standard 11 in order to capitalise foreign exchange fluctuation on longterm foreign currency loan.
ii) Pursuant to the enactment of schedule II to the Companies Act, 2013, the management has changed the useful lives of the assets to compute
depreciation to conform with its requirements. Had the Company continued with the previously assessed useful lives, charge for depreciation for
the period ended 31 March 2015 would have been lower by ` 691 lacs and the profit before tax would have been higher by such amount. Further as
provided under schedule II, the carrying amount of the assets (having gross block of ` 4,012 lacs and accumulated depreciation of ` 3,274 lacs as
included in ‘accumulated depreciation’ column above) whose reassessed remaining useful life is Nil as at 31 March 2014 has been adjusted from
the retained earnings.
12.5.
For assets given on lease, refer note 38
111
13. Non-current investments
Trade investments (unquoted) at cost, unless stated otherwise
Investments in equity instruments - Subsidiaries
Dish T V Lanka (Private) Limited 70,000 (previous year 70,000) equity
shares of LKR 10, each fully paid up.
Dish Infra Services Private Limited (Formerly known as Xingmedia
Distribution Private Limited) 118,010,000 (previous year 118,010,000)
equity shares of ` 10, each fully paid up [also refer note 33].
Others
Certificate of deposit, represents deposits with SICOM Limited (a
financial institution)*
Aggregate amount of unquoted investments (at cost)
As at
31 March 2015
As at
31 March 2014
3
3
11,801
11,801
20,000
15,000
31,804
31,804
26,804
26,804
* amount includes unutilised monies raised by rights issue amounting to ` nil (previous year ` 15,000 lac)
(refer note 43)
14. Long-term loans and advances
(Unsecured and considered good, unless otherwise stated)
Capital advances:
- Related parties (refer note 37d)
- Others
Security deposits
Loans and advances to related parties (refer note 37d)
Others:
- Prepaid expenses
- Income tax [net of provision ` nil (previous year ` nil)]
- Other taxes paid under protest
15. Other non-current assets
Deposits with maturity period more than 12 months (refer note 19)
Prepaid borrowing costs
16. Current investments
Certificate of deposit with SICOM Limited (a financial institution).
112
Aggregate book value of unquoted investments
As at
31 March 2015
As at
31 March 2014
28
738
3,024
2,500
11
151
2,207
1,206
3,856
2,553
11,405
7
3,684
1,698
10,258
As at
As at
31 March 2015 31 March 2014
1,663
733
753
1,663
1,486
As at
As at
31 March 2015 31 March 2014
5,000
5,000
5,000
17. Inventories
As at
31 March 2015
Stock-in-trade (at the lower of cost and net realisable value)
- Customer premises equipment related accessories and spares
987
987
18. Trade receivables
As at
31 March 2015
Debts outstanding for a period exceeding six months
- Considered good
- Considered doubtful
Other debts
- Considered good
Provision for doubtful debts
19. Cash and bank balances
Balances with banks :
-d
eposits with maturity of upto
3 months
Cash on hand
Other bank balances
- deposits with maturity of more
than 3 months ## (refer note 48)
head ‘other non current assets’
(refer note 15)
As at
31 March 2014
As at
As at
31 March 2015 31 March 2014
Current
748
748
As at
31 March 2014
1,638
76
843
76
4,730
6,444
(76)
6,368
3,306
4,225
(76)
4,149
As at
As at
31 March 2015 31 March 2014
Non current
10,854
383
4,656
755
-
-
336
8
126
3
-
-
30,912
42,493
-
28,449
33,989
-
1,663
1,663
1,663
733
733
733
42,493
33,989
-
-
# include ` 0.47 lacs (previous year ` 0.47 lacs ) in share call money accounts in respect of rights issue.
## includes unutilised proceeds of GDR Issue amounting to ` 27,570 lacs (previous year ` 25,444 lacs)
113
20. Short-term loans and advances
Considered good
Loans and advances to related parties [refer note 37d]
- Prepaid expenses
- Security deposits
- Others
Others
- Prepaid expenses
- Income tax
- Advances to suppliers, distributors, etc.
- Customs duty, service tax and sales tax, etc
- Security deposits
21. Other current assets
Income accrued but not due on fixed deposits
Accrued gains on forward contracts
Unamortised premium on forward contracts
Unbilled revenue
114
As at
31 March 2015
As at
31 March 2014
1,054
587
1,065
54
5,631
1,693
494
15,695
6,496
463
26,482
1,323
5,490
3,831
573
17,967
As at
31 March 2015
As at
31 March 2014
64
1,809
232
3
48
2,156
54
447
1
502
22. Revenue from operations
For the
year ended
31 March 2015
For the
year ended
31 March 2014
254,356
226,814
8,098
11,694
Teleport services
2,098
2,100
Bandwidth charges
8,101
4,963
502
732
4,165
3,602
844
993
278,164
250,898
For the
year ended
31 March 2015
For the
year ended
31 March 2014
2,066
1,623
334
593
1,609
1,165
653
1,123
296
967
243
484
Income from Direct to Home (DTH) subscribers
-Subscription revenue
-Lease rentals
Sales of customer premises equipment (CPE) and accessories
Advertisement income
Other operating income
23. Other income
Interest income from
- long-term investments
- current investments
- fixed deposits/ margin accounts
- others
-
5
40
482
Miscellaneous income
227
160
5,468
6,602
24. Changes in inventories of stock-in-trade (consumer premises equipments related accessories/ spares)
For the
year ended
31 March 2015
For the
year ended
31 March 2014
Opening stock
748
861
Less: Closing stock
987
748
(239)
113
115
25. Operating expenses
For the
year ended
31 March 2015
For the
year ended
31 March 2014
Transponder lease
15,088
14,815
License fees (refer note 39)
28,883
26,138
694
788
Programming and other costs (refer note 49)
80,075
77,844
Entertainment tax
14,795
13,245
139,535
132,830
For the
year ended
31 March 2015
For the
year ended
31 March 2014
9,330
8,196
578
525
83
80
Uplinking charges
26. Employee benefits expenses
Salary, bonus and allowance
Contribution to provident and other funds
Staff welfare
138
106
10,129
8,907
For the
year ended
31 March 2015
For the
year ended
31 March 2014
-Debentures
1,237
-
-Term loans from banks
5,145
2,290
-Buyer’s credits from banks
1,866
3,460
-Others
7,192
5,407
Recruitment and training expenses
27. Finance costs
Interest on:
Other borrowing costs
116
2,098
2,111
17,538
13,268
28. Other expenses
For the
year ended
31 March 2015
For the
year ended
31 March 2014
Electricity charges
590
669
Rent
897
965
Repairs and maintenance
- Plant and machinery
- Consumer premises equipments
- Building
186
303
1,380
849
30
23
379
350
Insurance
62
86
Rates and taxes
83
109
1,684
1,916
- Others
Legal and professional fees
15
10
Printing and stationary
252
161
Communication expenses
978
1,034
Travelling and conveyance
1,342
1,155
978
955
5,438
6,656
Director’s sitting fees
Service and hire charges
Advertisement and publicity expenses
Business promotion expenses
3,921
638
Customer support services
8,519
7,548
24,887
18,367
2
2
Commission
Freight, cartage and demurrage
Bad debts and balances written off
3
-
Loss on sale/discard of fixed assets
13
27
2,334
3,767
Loss on sale/discard of capital work-in-progress
414
210
54,387
45,800
For the
year ended
31 March 2015
For the
year ended
31 March 2014
Reversal of revenue relating to previous years
-
12,930
Less: License fees on revenue relating to previous years
-
1,293
-
11,637
Miscellaneous expenses
29. Prior period items
117
30. CIF value of imports
Particulars
Capital equipment
CPE related accessories and spares
Total
For the
For the
year ended
year ended
31 March 2015 31 March 2014
59,400
7,819
333
207
59,733
8,026
31.Expenditure in foreign currency (accrual basis)
Particulars
Programming and other cost
Professional and consultancy charges
Travelling expenses
Finance expenses Others
For the
For the
year ended
year ended
31 March 2015 31 March 2014
6,345
9,035
62
285
10
22
1,866
3,460
142
93
32.Earnings in foreign currency (accrual basis)
Particulars
Interest income
Bandwidth charges
Subscription income [Refer note 47(e)]
Others
33. a)
Dish Infra Services Private Limited (Dish Infra) (formerly known as Xingmedia Distribution Private
Limited) was incorporated on 13 February 2014 under the Companies Act, 1956. Consequent upon the
approval of the Board of Directors and Shareholders of the Company, the entire share capital of Dish
Infra, comprising of 10,000 equity shares having face value of ` 10 each, was acquired by the Company
at ` 100,000. Accordingly, Dish Infra became the wholly owned subsidiary of the Company on 24 March
2014. Subsequently, upon the approval of the Board of Directors, the Company had subscribed to
additional 118,000,000 equity shares of Dish Infra at ` 10 per equity share.
The Board of Directors of the Company, in its meeting held on 26 August 2014, passed resolutions
approving the transfer of the Non-core business to Dish Infra. Further, on 3 February 2015 the
shareholders of the Company, through Postal ballot, have approved necessary resolutions for the
transfer of Non-core business.
b)
118
For the
For the
year ended
year ended
31 March 2015 31 March 2014
1,303
962
881
800
14,722
12,346
108
97
Post approvals, the Company entered into the Business Transfer Agreement (dated 25 February 2015)
with Dish Infra, for transfer of its Non-core business on ‘Slump Sale’ basis w.e.f. 1 April 2015 As
per the terms of the agreement Dish Infra shall undertake activities of the Company which would
include providing support services for satellite based communication services, broadcasting content
services, management of hard assets like CPEs and their installation, value added services, etc. and
the Company shall receive net consideration of ` 507 lacs from Dish Infra Services Private Limited, in
terms of Business Transfer Agreement.
c)
The Company is in the business of providing Direct to Home (‘DTH’) and teleport services primarily
in India. As the Company’s business activity primarily falls within a single business and geographical
segment in terms of Accounting Standard 17 on “Segment Reporting”. The transfer of the Non-core
Business would involve transfer of assets and liabilities as are related to the Non-core Business and
as the same are identified by the parties to the transaction. For this purpose, employees, tangible and
intangible assets, current assets, long term and short term borrowings, other liabilities etc. are being
identified as are related to the Non-core Business. The Company has disclosed information to the
extent identifiable in compliance with requirement of AS-24 on Discontinuing Operations.
Particular
For the year
For the year
ended 31 March ended 31 March
2015
2014
Revenue
107,375
104,609
Expenditure
108,527
106,657
Loss before tax
1,152
2,048
Loss after tax
1,152
2,048
Total Assets
200,710
184,471
Total Liabilities
200,560
170,663
Cash flow (used in)/from Operating activities/ Investing activities/
(*)
(*)
Financing activities
* As per the practice followed by the Company for preparation of its financial statements for financial
reporting purposes, its present system of maintenance of books of account and other relevant
records do not provide clearly identifiable cash flow from operating activities/Investing activities/
financing activities and hence the same has not been disclosed above.
34.Employee stock option plan (ESOP) 2007
At the Annual General Meeting held on 3 August 2007, the shareholders of the Company had approved
Employee Stock Option Plan, i.e., ESOP 2007 (“the Scheme”). The Scheme provided for issuance of 4,282,228
stock options (underlying fully paid equity share of Re.1 each) to the employees of the Company as well
as that of its subsidiaries of the Company at the exercise price which shall be equivalent to the market
price determined as per the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 [‘SEBI (ESOP) Guidelines, 1999’].
The options granted under the Scheme shall vest between one year to six years from the date of grant of
options, with 20% vesting each year. Once the options vest as per the Scheme, they would be exercisable
by the grantee at any time within a period of four years from the date of vesting and the shares arising on
exercise of such options shall not be subject to any lock-in period.
The shareholders in their meeting held on 28 August 2008 approved the re-pricing of outstanding options
which were granted till that date and consequently the outstanding options were re-priced at ` 37.55 per
option, determined as per SEBI (ESOP) Guidelines, 1999.
However, in respect of options granted subsequent to 28 August 2008, the exercise price of the options has
been maintained as equivalent to the market price determined as per the SEBI (ESOP) Guidelines, 1999.
As stated above, the options are granted to the employees at an exercise price, being the latest market
price as per SEBI (ESOP) Guidelines, 1999. Further, since the Company follows intrinsic value method for
accounting of the above options, there is no charge in the Statement of Profit and Loss.
119
The activity relating to the options granted and movements therein are set out below:
Particulars
Options outstanding at the beginning of the year
Add: Options granted
Less: Exercised
Less: Lapsed
Options outstanding at the end of the year
The following table summarizes information on the share options outstanding as of 31 March 2015:
Particulars
Number of shares
remaining out of
options
Lot 1
21 August 2007
47,180
Lot 2
24 April 2008
Lot 3
28 August 2008
4,500
Lot 4
28 May 2009
61,070
Lot 5
27 October 2009
Lot 6
26 October 2010
68,760
Lot 7
21 January 2011
189,480
Lot 8
20 July 2011
40,000
Lot 9
19 July 2012
Lot 10
23 May 2013
193,550
Lot 11
26 July 2013
84,100
Lot 12
27 May 2014
45,400
Lot 13
29 October 2014
42,900
Lot 14
20 March 2015
63,800
840,740
120
Date of grant
Remaining
contractual life
(year)
1.98
2.41
3.77
4.73
5.00
4.31
6.15
6.51
7.16
7.58
7.97
5.56#
Exercise price
(`)
37.55*
37.55*
47.65
57.90
58.95
93.20
68.00
57.10
52.90
55.80
79.35
61.32#
Particulars
For the
For the
year ended
year ended
31 March 2015 31 March 2014
(Nos.)
(Nos.)
1,323,940
12,84,290
207,500
380,650
616,820
69,590
73,880
271,410
840,740
1,323,940
Date of grant
Number of shares
Remaining
remaining out of
contractual life
options
(Year)
Lot 1
21 August 2007
66,620
2.52
Lot 2
24 April 2008
Lot 3
28 August 2008
6,000
1.81
Lot 4
28 May 2009
141,270
4.16
Lot 5
27 October 2009
31,760
5.08
Lot 6
26 October 2010
112,440
5.09
Lot 7
21 January 2011
640,200
4.81
Lot 8
20 July 2011
40,000
5.31
Lot 9
19 July 2012
Lot 10
23 May 2013
193,550
7.15
Lot 11
26 July 2013
92,100
7.32
1,323,940
5.17#
* re-priced as per Shareholders’ approval on 28 August 2008. Refer note above
# on a weighted average basis.
Exercise price (`)
37.55*
37.55*
47.65
41.45
57.90
58.95
93.20
68.00
57.10
58.29#
35.Disclosure pursuant to Accounting Standard 15 on “Employee Benefits”
Defined contribution plans
An amount of ` 525 lacs (previous year ` 475 lacs) and ` 2 lacs (previous year ` 4 lacs) for the year, have
been recognized as expenses in respect of the Company’s contributions to Provident Fund and Employee’s
State Insurance Fund respectively, deposited with the government authorities and have been included
under “Employee benefits expenses”.
Defined benefit plans
Gratuity is payable to all eligible employees of the Company on superannuation, death or permanent
disablement, in terms of the provisions of the Payment of Gratuity Act or as per the Company’s Scheme,
whichever is more beneficial.
The following table sets forth the status of the gratuity plan of the Company and the amounts recognised
in the Balance Sheet and Statement of Profit and Loss:
Particulars
Changes in present value of obligation
Present value of obligation as at the beginning of the year
Interest cost
Current service cost
Benefits paid
Actuarial (gain) on obligation
Present value of obligation as at the end of the year
Short term
Long term
Expenses recognized in the Statement of Profit and Loss
Interest cost on benefit obligation
Net actuarial (gain) recognised in the year
Expenses recognised in the Statement of Profit and Loss
For the
year ended
31 March 2015
For the
year ended
31 March 2014
936
75
231
(91)
(197)
954
525
429
954
832
67
220
(78)
(105)
936
27
909
936
231
75
(197)
109
220
67
(105)
182
The principal assumptions used in determining gratuity for the Company’s plans are shown below:
Particulars
Discount rate
Salary escalation rate (per annum)
Withdrawal rates
Age- Upto 30 years
31-44 years
Above 44 years
Mortality rate
As at
As at
31 March 2015 31 March 2014
7.75
8.00
10.00
10.00
13%
2%
1%
IALM (2006-08)
13%
2%
1%
IALM (2006-08)
Discount rate: The discount rate is estimated based on the prevailing market yields of Indian government
securities as at the balance sheet date for the estimated term of the obligation.
Salary escalation rate: The estimates of salary increases, considered in actuarial valuation, take account
of inflation, promotion and other relevant factors.
121
Experience adjustment:
Particulars
Plan projected benefit obligation (PBO)
Plan assets
Net liability
Experience adjustment on PBO-Gain (Loss)
As at
As at
As at
As at
As at
31 March 31 March 31 March 31 March 31 March
2011
2012
2013
2014
2015
426
660
832
936
954
(426)
(660)
(832)
(936)
(954)
35
16
73
105
233
36.Segmental information
The Company is in the business of providing Direct to Home (‘DTH’) and teleport services primarily in India.
As the Company’s business activity primarily falls within a single business and geographical segment,
disclosures in terms of Accounting Standard 17 on “Segment Reporting” are not applicable.
37.Related party disclosuresa)
b)
Related parties where control exists:
Subsidiary companies:
Dish T V Lanka (Private) Limited.
Dish Infra Services Private Limited (formerly known as
Xingmedia Distribution Private Limited)
Other related parties with whom the Company had transactions:
Key management
personnel
Relative of key
management
personnel
Enterprises
over which key
management
personnel/ their
relatives have
significant influence
122
Mr. Gaurav Goel
Asia Today Limited
Cyquator Media Services Private Limited (referred to as Cyquator)
Churu Trading Company Private Limited
Diligent Media Corporation Limited /Dakshin Media Gaming Solutions Private
Limited (Dakshin Media Gaming Solutions Private Limited merged with
Diligent Media Corporation Limited pursuant to a scheme of amalgamation)
Direct Media Distribution Ventures Private Limited
E-City Property Management & Services Private Limited
E-City Bioscope Entertainment Private Limited
Essel Agro Private Limited
Essel Corporate Resources Private Limited
ITZ Cash Card Limited
Interactive Finance & Trading Services Private Limited
Media Pro Enterprise India Private Limited
PAN India Network Infravest Limited (formerly known as PAN India Network
Infravest Private Limited)
PAN India Network Limited
PAN India Paryatan Private Limited
Procall Private Limited
Rama Associates Limited
Siti Cable Network Limited
Sprit Textiles Private Limited
Taj Television India Private Limited
Zee Aakash News Private Limited
Zee Entertainment Enterprises Limited
ZEE Media Corporation Limited (formerly known as Zee News Limited)
c)
Transactions during the year with related parties:
Particulars
(i) With key management personnel
Managerial remuneration#
(ii) Relative of key management personnel
Remuneration#
(iii) With subsidiary companies Interest received
@ ` 6,849
Revenue from operation and other income
(net of Taxes)
Sale of fixed assets
Short Term/Long term loans and advances
Short term deposit received
Investments
(iv) With other related parties:
(net of taxes)
ZEE Media Corporation Limited
Asia Today Limited
Other related parties
Purchase of goods and services
Cyquator
Purchase of Fixed Assets
For the year ended
31 March 2015
Total
Amount
amount
for major
parties
90
41
For the year ended
31 March 2014
Total
Amount for
amount
major
Parties
90
90
37
41
250
250
@
-
675
-
37
119
475
200
-
3,446
3
119
4
5
2,054
55
11,801
-
36,076
90
4
5
2,054
55
11,801
2,988
1,915
855
223
92
361
83
2,163
13,700
8,519
10,650
961
3
46,177
1,811
702
242
137
96
1,080
1,662
4,700
7,595
30,270
870
123
Particulars
Rent paid
Interest received
Reimbursement of expenses paid
E-City Bioscope Entertainment Pvt. Ltd.
Long-term loans and advances made
Cyquator
Short-term loans and advances made
Cyquator
*` 7,730
Security Deposit given
Refunds received against short- term loans
and advances
Cyquator
Refund Received against loans and
advances
Cyquator
124
For the year ended
31 March 2015
Total
Amount
amount
for major
parties
For the year ended
31 March 2014
Total
Amount for
amount
major
Parties
333
4
643
2,587
339
285
48
4
551
92
-
4
782
2,500
1,074
1,689
782
116
*
1,000
7,831
2,500
288
48
3
4
636
144
2
2,500
660
349
65
1,000
1,788
3,691
2,236
116
-
5,613
-
502
5,000
101
10
2,500
# s ince an actuarial valuation is done for gratuity and compensated absences for the Company as a
whole, detail of contribution in respect of each individual are not available for the computation of
remuneration.
d)
Balances at the year end:
Particulars
With subsidiary companies:
Investments
(Formerly known as Xingmedia Distribution
Private Limited)
Short Term Deposit Received
(Formerly known as Xingmedia Distribution
Private Limited)
With other related parties:
Cyquator
Security Deposit Given
Cyquator
Trade payables
Cyquater Media Services Private Limited
Trade receivables
Asia Today Limited
Diligent Media Corporation Limited
Maurya TV Private Limited
Others related parties
As at 31 March 2015
Total
Amount
amount
for major
parties
11,804
3
11,801
55
3,024
200
As at 31 March 2014
Total
Amount for
amount
major
Parties
11,804
3
11,801
53
55
3,024
2,207
-
200
387
1,054
1,304
2,207
-
6,695
387
1,000
54
1,651
53
99
203
1,290
58
18
233
725
55
215
58
54
2,500
3,000
1,334
2,236
485
2,909
1,065
54
2,500
137
2,354
433
76
98
603
440
138
55
-
125
e)
Guarantees etc. given by related parties in respect of secured loans:
i)
As at 31 March 2015, personal guarantees by key managerial personal amounting to ` 30,000
lacs (previous year ` 30,000 lacs) and corporate guarantee by Sprit Textiles Private Limited
amounting to ` 30,000 lacs (previous year ` 30,000 lacs by Churu Trading Company Private
Limited) are outstanding as at the year end.
ii)
As at 31 March 2015, corporate guarantee by Direct Media Distribution Ventures Private Limited
amounting to ` 60,000 lacs (previous year ` 60,000 lacs) are outstanding at the year end.
iii) As at 31 March 2015, corporate guarantee by Zee Entertainment Enterprises Limited amounting
to ` Nil (previous year ` 4,174 lacs) is outstanding as at the year end.
38.Leases
a)Obligation on operating lease:-
The Company’s significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder, etc. These leases are cancellable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure
of the lease generally is for 11 months to 69 months. The details of assets taken on operating leases
during the year are as under:
Particulars
Lease rental charges during the year
Sub-lease payment received (being shared cost)
b)
Assets given under operating lease
The Company has leased out assets by way of operating lease. The gross book value of such assets at
the end of the year, their accumulated depreciation and depreciation for the year are as given below:
Particulars
Gross value of assets
Accumulated depreciation
Net block
Depreciation for the year
As at
As at
31 March 2015 31 March 2014
289,482
287,724
264,906
232,564
24,576
55,160
32,341
44,431
The lease rental income recognised during the year in respect of non-cancellable operating leases
and minimum obligations on long term non-cancellable operating lease receivable as per the rentals
stated in the agreements are as follows:
Particulars
Lease rental income recognised during the year
126
For the
For the
year ended
year ended
31 March 2015 31 March 2014
16,265
16,185
890
946
For the
For the
year ended
year ended
31 March 2015 31 March 2014
8,098
11,694
Particulars
Total future
Total future
minimum
minimum
lease rentals
lease rentals
receivable as at receivable as at
31 March 2015 31 March 2014
Within one year
@
6,904
Later than one year and not later than five years
–
5,946
@ amount of ` 5,446 lacs has been transferred to Dish Infra on 1 April 2015 refer note 33.
39.a) The Company has been making payment of license fee to the Regulatory Authority considering
the present legal understanding. However, in view of the ongoing dispute, the Company has made
provision on a conservative basis considering the terms and conditions of the License given by the
Regulatory Authority.
Provision for regulatory dues (including interest)
Particulars
83,553
65,366
Add: Created during the year
34,980
30,707
Less: Utilised during the year
13,486
11,227
–
1,293
105,047
83,553
Closing provision
As at
31 March 2014
Opening provision
Less: Impact of prior period item
As at
31 March 2015
The outflow of economic benefits with regard to the disputed portion would be dependent on the
final decision by the Regulatory Authority. Presently, it has been considered under the ‘Short-term
provisions’.
b) The Company has filed Petition (205(C) of 2014) before the Hon’ble Telecom Disputes Settlement
& Appellate Tribunal (TDSAT) against Union of India challenging the propriety and legality of the
demand of ` 62,420 lacs including interest of ` 15,967 lacs raised by the Ministry of Information and
Broadcasting (MIB) by way of a demand letter dated 19 March 2014 towards alleged short payment
of license fee for the period 2003-2004 to 2012-2013. In the Demand Notice it has been alleged that
out of the total license fee payable on the gross revenue earned by the Company which amounts to `
82,180 Lacs (including interest of ` 15,967 lacs), the Company has already made payment of ` 35,727
lacs and as such there is a short payment of ` 46,553 lacs. The TDSAT has granted a stay on the
operation of the aforementioned demand notice. The MIB has filed its reply to the present petition.
The matter came up for hearing before the TDSAT on 24 February 2015 along with similar matters
filed by other DTH operators. Upon hearing the parties, the TDSAT was pleased to adjourn the hearing
in all the matters till the time the appeals related to License Fee which are pending before Hon’ble
Supreme Court are finally decided by the Hon’ble Supreme Court. As an effect, hearing in the matters
has been adjourned till the pending appeals finally decide by the Hon’ble Supreme Court.
127
40. Auditors’ remuneration
Particulars
As auditors
-Statutory audit
-Limited review of quarterly results
-Certifications
In other capacity
-Others
Reimbursement of expenses
Total
For the
year ended
31 March 2015
For the
year ended
31 March 2014
31
19
8
37
15
10
39
8
105
20
5
87
41.Earnings per share
Reconciliation of basic and diluted shares used in computing earnings per share
Particulars
For the
For the
year ended
year ended
31 March 2015 31 March 2014
Profit (Loss) for the year attributable to equity shareholders (in ` lacs)
101
(15,421)
Number of shares considered as weighted average shares outstanding
1,065,060,463
1,064,886,254
for computing basic earnings per share
1,064,886,254
1,065,174,548
for computing diluted earnings per share
Nominal value per share (in `)
1
1
Basic earnings (loss) per share (in `)
0.01
(1.45)
Diluted earnings (loss) per share (in `)
0.01
(1.45)
42.Deferred tax assets
Components of deferred tax asset:
Particulars
For the
year ended
31 March 2015
Deferred tax assets on account of:
- Depreciation
37,773
- Unabsorbed depreciation and tax losses
13,326
- Provision for compensated absence and retirement benefit provision
522
- Demerger expenses as per section 35DD
2
- Provision for doubtful debts and advances
–
- Unrealised foreign exchange loss (gain)
(33)
Deferred tax assets
51,590
Recognised in the financial statements
For the
year ended
31 March 2014
29,692
27,170
501
4
26
(839)
56,554
-
In the absence of virtual certainty of realisation, deferred tax assets have not been recognized.
43.Rights issue
128
The Company during the financial year ended 31 March 2009 issued 518,149,592 equity shares of Re.1 each
at a premium of ` 21 per share for cash to the existing equity shareholders on the record date. The terms
of payment were as under:
Particulars
On application
Total
Towards
Towards
amount face value securities
due (per (per share) premium
share)
(per share)
(`)
6.00
(`)
(`)
Total
amount
Due on (from
the date of
allotment, at
the option of
the Company)
0.50
(in ` lacs)
5.50
31,089 Along with
application
Date of making
the Call
Not applicable
On first call
8.00
0.25
7.75
41,452 After 3 months
but within 9
months
The Board at its
meeting held on 18
June 2009 decided to
make the First Call,
payable on or before
31 July 2009*
On second and
final call
8.00
0.25
7.75
41,452 After 9 months
but within 18
months
The Board at its
meeting held on
22 January 2010
decided to make the
Second and Final Call,
payable on or before
1 March 2010*
22.00
1.00
21.00
Total
113,993
* Shareholders are entitled to make the call payment after due date with simple interest @ 8% p.a.
Upto the financial year ended 31 March 2015, the Company has received ` 31,089 lacs (previous year ` 31,089
lacs) towards the application money on 518,149,592 (previous year 518,149,592) equity shares issued
on Rights basis; ` 41,450 lacs (previous year ` 41,450 lacs) towards the first call money on 518,119,640
(previous year 518,119,590) equity shares; and ` 41,448 lacs (previous years ` 41,448 lacs) towards the
second and final call money on 518,097,647 (previous year 518,097,397) equity shares.
The Company has also received ` 0.47 lacs (previous year ` 0.47 lacs) towards first call and/ or second
and final call. Pending completion of corporate action, the amount has been recorded as Share call money
pending adjustments under ‘Other long term liabilities’.
The utilisation of Rights Issue proceeds have been in accordance with the revised manner of usage of
Rights Issue proceeds, as approved by the Board of Directors of the Company, in their meeting held on 28
May 2009. The utilization of the Rights Issue proceeds as per the revised usage aggregating to ` 113,986
lacs (previous year ` 113,986 lacs) is as under. The monitoring agency, IDBI Bank Limited, has issued its
report dated January 21, 2015 on utilization of the Rights Issue proceeds upto 31 December 2014.
The details of utilisation of Rights Issue proceeds by the Company, on an overall basis, are as below:
Particulars
Amount utilized
Repayment of loans
Repayment of loans, received after right issue launch
General corporate purpose/operational expenses
Acquisition of Consumer Premises Equipment (CPE)
Right issue expenses
Total money utilised (A)
Upto
Upto
31 March 2015 31 March 2014
28,421
28,421
24,300
24,300
34,720
19,720
26,000
26,000
545
545
113,986
98,986
129
Particulars
Upto
31 March 2015
Upto
31 March 2014
Deposits with SICOM Limited
–
15,000
Balance in current accounts
–
–
Unutilised amount:-
Total unutilised money (B)
Total (A+B)
–
15,000
113,986
113,986
44. Issue of Global Depository Receipts (GDR Issue):
Pursuant to the approvals obtained by the Company and in accordance with the applicable laws including
the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism)
Scheme, 1993, as amended, the Global Depository Receipt (GDR) Offer of the Company for 117,035 GDRs
opened for subscription on 23 November 2009 at a price of US $ 854.50 per GDR, each GDR representing
1000 fully paid equity shares. The pricing of the GDR, as per the pricing formula prescribed under
Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Mechanism) Scheme,
1993, as amended, was ` 39.80 per fully paid equity share and the relevant date for this purpose was
23 November 2009.
Upon opening, the GDR issue for USD 1,000 lacs (approx) was fully subscribed and the Company received
USD 1,000 lacs (approx), towards the subscription money. Upon receipt of the subscription money, the Issue
Committee of the Board at its meeting held on 30 November 2009, issued and allotted 117,035,000 fully paid
equity shares @ ` 39.80 per fully paid equity share to M/s Deutsche Bank Trust Company Americas (being
the depository) in lieu of the Global Depository Receipts issued. The GDR’s are listed at the Luxembourg
Stock Exchange.
During the year ended 31 March 2013, 32,000 GDR’s were cancelled and converted into 32,000,000 equity
shares of ` 1 each by the holder and accordingly, the GDRs outstanding thereafter are 85,035, each GDR
representing 1,000 fully paid equity shares.
The detail of utilisation of GDR proceeds by the Company, on an overall basis, is as below:
Particulars
Upto
31 March 2015
Upto
31 March 2014
Amount utilised
Acquisition of fixed assets including CPEs
GDR issue expenses
7,670
345
345
56
56
755
755
Operational expenses including interest payments, bank charges
and exchange fluctuation
21,819
21,819
Total
30,645
30,645
(440)
(440)
30,205
30,205
Advance against share application money given to subsidiaries
Repayment of bank loan
Less: interest earned
Total (A)
Unutilised amount lying with:
Balance with bank in fixed deposit in foreign currency
130
7,670
27,570
25,444
Total (B)
27,570
25,444
Total (A+B)
57,775
55,649
45. Foreign currency transactions
a)
In accordance with the Accounting Standard 11 (AS-11) and related notifications, the foreign currency
exchange loss of ` 4,192 lacs has been adjusted (previous year foreign currency exchange loss of `
16,541 lacs) in the value of fixed assets and the foreign currency exchange gain of ` 792 lacs (previous
year foreign currency exchange loss of ` 684 lacs) in the capital work in progress.
b)
i) The Company has outstanding Derivative/forward contracts of US Dollars 339 lacs (previous year
US Dollar 11 lacs) which will be settled at future date. These derivative contracts are for the
repayment of Buyers’ credit loans.
ii) Foreign currency transactions outstanding as on the balance sheet date that are not hedged by
derivative instruments or otherwise are as under.
(Amount in lacs)
Particulars
As at 31 March 2015
Amount in
USD
Amount in
`
Amount in
USD
Amount in
`
440
27,570
423
25,444
Loans and advances given#
49
3,043
37
2,224
Receivables
44
2,764
16
988
1,210
75,762
1,676
100,735
1
55
1
53
233
14,609
54
3,257
Balances with bank
Loans and borrowings#
Advances/ deposits received
Trade Payable
As at 31 March 2014
# includes interest accrued
46. Supplementary statutory information pursuant to Clause 32 of the Listing Agreement, in respect of loans
and advances given:Name of the enterprise
Balance
as at
31 March 2015
Maximum
Outstanding
during the
year 2014-15
Loans and advances (including
advance against share application
money) to subsidiaries
Dish TV Lanka (Private) Limited
Dish Infra Service Private Limited
Balance
as at
31 March 2014
Maximum
Outstanding
during the
year 2013-14
3,024
3,024
2,207
2,207
200
200
–
–
Nil*
10,562
2,909
10,409
Loans and advances, where there is
no repayment schedule*
Cyquator Media Services Private
Limited (‘Cyquator’)
(*` 203 lacs payable)
131
47. Contingent liabilities and commitments
a)
Contingent liabilities
Particulars
Claims against the Company not acknowledged as debt
Income-tax (refer note 47b)
Sales tax and Value Added tax
Customs duty
Service tax*
Wealth tax
Entertainment tax (refer note 47c)
Legal cases including from customers against the Company
* Penalty not ascertainable.
b) During the year ended 31 March 2011, the Company received a demand notice for income tax and
interest thereon aggregating ` 4,056 lacs in relation to assessment year 2009-10. During the year
ended 31 March 2012, the assessing authority had reduced the demand to ` 2,642 lacs on the basis
of application for rectification filed by the Company. The Company deposited ` 730 lacs during the
previous years. The matter pertains to alleged short deduction of tax at source on certain payments
and interest thereon for delayed period. The Company had disputed the issue and has filed an appeal
against the above said demand with the tax authorities. The Company had also submitted with the tax
authorities the requisite supporting documents/clarification from vendors during the previous year.
During the year ended 31 March 2014 & 31 March 2015, the Company received a demand notice
for income tax and interest thereon aggregating ` 110 lacs & 123 lacs (respectively) in relation to
assessment year 2011-12, 2012-13 & 2013-14. The Company had deposited ` 18 lacs during the
previous years, and is required to deposit additional 96 lacs to be paid under protest. The matter
pertains to alleged short deduction of tax at source on certain payments and interest thereon for
delayed period. The Company had disputed the issue and has filed an appeal against the above
said demand with the tax authorities. The Company had also submitted with the tax authorities the
requisite supporting documents/clarification from vendors during the previous year. The Company,
supported by legal case laws in the said matter, is of the view that outcome of the litigation will not
have significant impact on the financial statements.
c)
d) The Company has a process whereby periodically all long term contracts (including derivative
contracts) are assessed for material foreseeable losses. At the year end, the company has reviewed
and ensured that adequate provision as required under the law / Accounting Standards for the material
foreseeable losses on such long term contract (including derivative contracts) has been made in the
books of accounts.
e)
f)Commitments
The Company has received notices in various States on applicability of Entertainment Tax, for which
no demands have been received. The Company has contested these notices at various Appellate
Forums/ Courts and the matter is subjudice.
The Company has earned Subscription income from overseas and is evaluating the related compliances
and adjustments, if any
Particulars
132
As at
As at
31 March 2015 31 March 2014
489
483
225
102
2,053
1,772
795
795
7,195
5,721
2
2
1,828
1,339
Unascertained Unascertained
Estimated amount of contracts remaining to be executed on
capital account
As at
31 March 2015
26,309
As at
31 March 2014
17,810
48. Bank balances include:Particulars
Provided as security to Government authorities
Held as margin money for bank guarantees
As at
As at
31 March 2015 31 March 2014
15
15
2,634
1,588
49. During the financial year 2011-12, the Company migrated from the fixed fee agreement with ESPN Software
India Private Limited (ESPN) to the Reference Interconnect Offer (RIO) based agreement for its content fees.
Upon refusal by the ESPN to the said migration, the Company approached the Telecom Dispute Settlement
Appellate Tribunal (TDSAT). The TDSAT, vide its judgment dated 10 April 2012, allowed the Company to pay
the content fees to ESPN w.e.f. 1 September 2011 on the basis of RIO rates published by ESPN and also
allowed the Company a refund of any amount representing the difference between the amount paid by the
Company as per the fixed fee agreement and the amount payable under the RIO rates w.e.f. 1 September
2011. ESPN filed a Special Leave Petition before the Hon’ble Supreme Court. The Hon’ble Supreme Court,
vide its order dated 17 July 2012 refused to grant interim stay on the order of the Hon’ble TDSAT. The said
appeal is still pending before the Hon’ble Supreme Court.
Further, during the previous year, a petition was filed by the Company against ESPN in TDSAT against the
public notices dated 5 November 2012 and 12 November 2012 issued by them for disconnection of their
channels from Dish TV DTH platform. TDSAT vide its order dated 23 November 2012 granted an interim
stay on the operation of the said notices and subsequently, vide judgment dated 25 April 2014 has held that
the manner of distribution of channels by Dish TV was as per the regulations. It has directed the parties to
conduct a reconciliation in terms of the said judgment. ESPN filed an appeal before the Hon’ble Supreme
Court. Vide order dated 09 May 2014, no stay against Dish TV was granted by the Hon’ble Supreme Court.
The said appeal is still pending before the Hon’ble Supreme Court.
50. The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated
by the management as five years. Upto 31 March 2012, in certain cases, the one-time advance contribution
towards the CPEs in the form of rental was being recognized over a period of three years from the activation
date.
However, such practice, with effect from 1 April 2012, was changed to five years in respect of CPEs
activated on or after 1 April 2012. During the previous year, Company had amended its policy in respect of
CPEs activated upto 31 March 2012 also in order to align the same with the CPEs installed thereafter. The
correction in the policy had resulted in reversal of excess revenue of ` 12,930 lacs and excess provisions of
license fee of ` 1,293 lacs recognised upto 31 March 2013 during the previous year. This had also resulted
in revenue for the previous year being higher by ` 3,702 lacs and license fee being higher by ` 370 lacs. The
above correction had resulted into the net loss for the year ended 31 March 2014 being higher by ` 8,305
lacs.
51. Hitherto, upto the year ended 31 March 2013, the Company recognized a portion of the activation fees
over the estimated period of subscription/ the life of the CPE. During the previous year, the Company had
reassessed its position of recognition of above activation fees, together with the level of service already
rendered on activation, the corresponding cost incurred and separate consideration charged for the
subsequent continuing services etc. Considering that the Company incurs significant upfront cost upto
the stage of activation of CPE and charges separate consideration for subsequent continuing services,
the Company had, in order to make better and appropriate presentation, amended its policy of revenue
recognition of activation fee on an upfront basis.
The above change had resulted into additional activation / subscription revenue of ` 9,936 lacs for
the previous year (including ` 4,614 lacs in relation to the financial year ended 31 March 2013) with a
corresponding increase in license fees of ` 994 lacs (including ` 461 lacs in relation to the financial year
ended 31 March 2013). As a consequence, the loss after tax for the previous year was lower by ` 8,942 lacs
133
52.Particulars of loans, guarantee or investment under section 186 of Companies Act 2013.
The company has provided following loans, guarantee or investment pursuant to section 186 of Companies Act 2013.
Name of the entity
For the
year ended
31 March 2014
Given
Repaid
For the
year ended
31 March 2015
Loan given:
Dish T V Lanka (Private) Limited (includes foreign
2,207
817
3,024
currency realignment and interest till date of ` 532 Lacs)
Dish Infra Services Private Limited (includes interest
200
200
till date of ` 0.06 lacs)
Inter Corporate Deposit given
36
4
40
Note
All the loans are provided for business purposes of respective entities.
Security or guarantee against loan
Nil
Investment
There are no investments by the Company other than those stated under Note 13 and Note 16 in the Financial
Statements.
53. During the year the Company has issued debentures as per below details.
Date of Issue
Maturity date
Number of debenture issued
Face value per debenture
Coupon rate
Repayment term
Nature of security given
1 October 2014
30 September 2017
200 number
` 10,000,000
12.40 % per annum
Repayable on maturity
First ranking pari passu charge on all present and future
tangible i.e. movable and current assets of the Company
Details of receipt and utilisation of non-convertible debenture proceeds as below:Particulars
As at
As at
31 March 2015 31 March 2014
Gross proceeds received from the issue of Debentures
20,000
Amount utilised till year end
10,000
Unutilised amount at year end
10,000
The balance unutilised amount has been invested in certificate of deposits with SICOM Limited (a financial institution).
54. Figures of the previous year have been regrouped / rearranged, wherever considered necessary to conform
to the current year’s presentation.
134
As per our report attached to the balance sheet
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
Place: Noida
Dated: 26 May 2015
Independent Auditors’ Report
To the Members of
Report on the Consolidated Financial Statements
1.
We have audited the accompanying consolidated financial statements of Dish TV India Limited, (“the
Holding Company”) and its subsidiaries (the Holding
Company and its subsidiaries together referred to as
“the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2015, the Consolidated
Statement of Profit and Loss and the Consolidated
Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and
other explanatory information (hereinafter referred
to as the ‘Consolidated Financial Statements’).
Management’s Responsibility for the Consolidated
Financial Statements
2.
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated
financial statements in terms of the requirements
of the Companies Act, 2013 ( “the Act”) that give
a true and fair view of the consolidated financial
position, consolidated financial performance and
consolidated cash flows of the Group in accordance
with the accounting principles generally accepted in
India, including the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014 (as amended).
The Holding Company’s Board of Directors, and the
respective Board of Directors/management of the
subsidiaries included in the Group are responsible
for the design, implementation and maintenance
of internal control relevant to the preparation and
presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error. Further,
in terms with the provisions of the Act, the respective Board of Directors of the Holding Company and
its subsidiary which is incorporated in India are responsible for maintenance of adequate accounting
records; safeguarding the assets; preventing and
detecting frauds and other irregularities; selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the
financial statements, which have been used for the
purpose of preparation of the consolidated financial
statements by the directors of the Holding Company,
as aforesaid.
Auditor’s Responsibility
3.Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
4.
While conducting the audit, we have taken into
account the provisions of the Act, the accounting and
auditing standards and matters which are required
to be included in the auditor’s report under the
provisions of the Act and the Rules made thereunder.
5.
We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance
about whether the consolidated financial statements
are free from material misstatement.
6.
An audit involves performing procedures to
obtain audit evidence about the amounts and
the disclosures in the consolidated financial
statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the
risks of material misstatement of the consolidated
financial statements, whether due to fraud or error.
In making those risk assessments, the auditor
considers internal financial controls relevant
to the Holding Company’s preparation of the
consolidated financial statements that give a true
and fair view in order to design audit procedures
that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on whether
the Holding Company has in place an adequate
internal financial controls system over financial
reporting and the operating effectiveness of such
controls. An audit also includes evaluating the
appropriateness of the accounting policies used and
the reasonableness of the accounting estimates
made by the Holding Company’s Board of Directors,
as well as evaluating the overall presentation of the
consolidated financial statements.
7.We believe that the audit evidence obtained by us and
the audit evidence obtained by the other auditors in
terms of their reports referred to in ‘Other Matter’
paragraph below, is sufficient and appropriate
to provide a basis for our audit opinion on the
consolidated financial statements.
Opinion
8.In our opinion and to the best of our information and
according to the explanations given to us and based on
the consideration of the reports of the other auditors
on the financial statements of the subsidiaries as
noted below, the aforesaid consolidated financial
statements give the information required by the Act
in the manner so required and give a true and fair
view in conformity with the accounting principles
135
136
generally accepted in India, of the consolidated state
of affairs of the Group as at March 31, 2015, and their
consolidated profit and their consolidated cash flows
for the year ended on that date.
Other Matter
9.
We did not audit the financial statements of two
subsidiaries, included in the consolidated financial
statements, whose financial statements reflect total
assets (after eliminating intra-group transactions)
of `15,952 lacs as at March 31, 2015, total revenues
(after eliminating intra-group transactions) of `1,250
lacs and net cash flows amounting to ` 93 lacs for the
year ended on that date. These financial statements
have been audited by other auditors whose reports
have been furnished to us by the management and
our opinion on the consolidated financial statements,
in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries and our
report in terms of sub-sections (3) and (11) of Section
143 of the Act, in so far as it relates to the aforesaid
subsidiaries is based solely on the reports of the
other auditors.
The consolidated financial statement of the Group
for the year ended 31 March, 2014 were audited
by another auditor who expressed an unmodified
opinion vide their report dated 27 May, 2014.
Our opinion on the consolidated financial statements,
and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of
the above matters with respect to our reliance on the
work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
10.
As required by the Companies (Auditor’s Report)
Order, 2015 (“the Order”), issued by the Central
Government of India in terms of Section 143(11) of
the Act, and based on the comments in the auditor’s
reports of the subsidiary companies, we give in the
Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order, as applicable to
such companies.
11.As required by Section 143(3) of the Act, and based on
the auditor’s reports of the subsidiaries, we report, to
the extent applicable, that:
a)
We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary
for the purpose of our audit of the aforesaid
consolidated financial statements;
b)
In our opinion, proper books of account as
required by law relating to preparation of the
aforesaid consolidated financial statements
have been kept so far as it appears from our
examination of those books and the reports of
the other auditors;
c)
The consolidated financial statements dealt
with by this Report are in agreement with the
relevant books of account maintained for the
purpose of preparation of the consolidated
financial statements;
d)
In our opinion, the aforesaid consolidated
financial statements comply with the
Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014 (as amended);
e)
On the basis of the written representations
received from the directors of the Holding
Company taken on record by the Board of
Directors of the Holding Company and the
reports of the other statutory auditors of its
subsidiary companies incorporated in India,
none of the director of the Group companies
incorporated in India is disqualified as on March
31, 2015 from being appointed as a director in
terms of Section 164 (2) of the Act; and
f)With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:
(i)
as detailed in note 40 (a) & (e), the
consolidated
financial
statements
disclose the impact of pending litigations
on the consolidated financial position of
the Group;
(ii)as detailed in note 40 (d) to the consolidated
financial statements, provision has
been made in the consolidated financial
statements, as required under the
applicable law or accounting standards, for
material foreseeable losses on long-term
contracts including derivative contracts;
(iii)
there were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Holding Company, and its subsidiary
companies incorporated in India.
per David Jones
Partner
Place : Noida
Date : May 26, 2015
Annexure to the Independent Auditor’s Report of even
date to the members of Dish TV India Limited on the
consolidated financial statements for the year ended
March 31, 2015
Based on the audit procedures performed for the purpose
of reporting a true and fair view on the consolidated
financial statements of the Holding Company and taking
into consideration the information and explanations
given to us and the books of account and other records
examined by us in the normal course of audit and based
on the comments in the auditor’s reports of the subsidiary
company, we report that:
(i) (a)
The Holding Company and its subsidiary
incorporated in India has maintained proper
records showing full particulars, including
quantitative details and situation of fixed assets.
(b)The Holding Company has a regular program
of physical verification of its fixed assets, other
than consumer premises equipment (CPE)
installed at the customer premises, under
which fixed assets are verified in a phased
manner over a period of three years, which, in
our opinion, is reasonable having regard to the
size of the Company and the nature of its assets.
The existence of activated CPEs installed at
the customers’ premises is considered on the
basis of the ‘active user status’ of the CPE. The
CPEs lying with customers in ‘inactive status’
have not been physically verified and we refer
to accounting policy stated in Note 2(f) in this
regard. In our opinion, the frequency of such
verification of the CPEs is reasonable having
regard to the size of the Company and the nature
of its assets. No material discrepancies were
noticed on such verifications. Fixed assets of
subsidiary Company incorporated in India have
been verified by the management at reasonable
intervals and no material discrepancies were
noticed on such verification.
(ii) (a)
The management of Holding company and
subsidiary company incorporated in India have
conducted physical verification of inventory at
reasonable intervals during the year.
(b)
The procedures of physical verification of
inventory followed by the management of the
Holding company and subsidiary company
incorporated in India, are reasonable and
adequate in relation to the size of these entities
and the nature of their businesses.
(c)
The Entities referred to in (ii) (b) are
maintaining proper records of inventory and
no material discrepancies between physical
inventory and book records were noticed on
physical verification.
(iii)The Holding company and subsidiary company
incorporated in India have not granted any loan,
secured or unsecured to companies, firms or other
parties covered in the register maintained under
Section 189 of the Act. Accordingly, the provisions
of clauses 3(iii)(a) and 3(iii)(b) of the Order are not
applicable.
(iv)In our opinion, and having regard to the explanation
that purchases of certain items of inventories
and fixed assets are for the holding company’s
specialized requirements and similarly certain
goods/services sold are for the specialized
requirements of the buyers and suitable alternatives
sources are generally not available to obtain
comparable prices, there is an adequate internal
control system commensurate with the size of the
holding company and the nature of its business for
the purchase of inventory and fixed assets and for
the sale of goods and services. Further, on the basis
of our examination and according to the information
and explanation given to us, we have neither
come across nor have been informed of any major
weakness in the aforesaid internal control system.
On consideration of the comments in the report of
other auditor of subsidiary company incorporated
in India, there is adequate internal control system
commensurate with the size of the company and the
nature of its business, for the purchase of inventory
and fixed assets and for the sale of goods and
services. There is no continuing failure to correct
major weakness in internal control system.
(v)
The Holding Company and subsidiary company
incorporated in India have not accepted any deposits
within the meaning of Sections 73 to 76 of the Act
and the Companies (Acceptance of Deposits) Rules,
2014 (as amended). Accordingly, the provisions of
clause 3(v) of the Order are not applicable.
(vi)To the best of our knowledge and belief of respective
auditors of the Indian entities of the Group, the
Central Government has not specified maintenance
of cost records under sub-section (1) of Section 148
of the Act, in respect of Group’s products/services.
Accordingly, the provisions of clause 3(vi) of the
Order are not applicable.
(vii) (a)The Holding Company and subsidiary company
incorporated in India are generally regular in
depositing undisputed statutory dues including
provident fund, employees’ state insurance,
income-tax, sales-tax, wealth tax, service tax,
duty of customs, duty of excise, value added
tax, cess and other material statutory dues,
as applicable, have generally been regularly
deposited during the year by the Company with
the appropriate authorities except in respect of
service tax and entertainment tax dues where
137
of entertainment tax were outstanding at the
year-end for a period of more than six months
from the date they became payable.
there have been slight delays, the amount have
subsequently been paid to the authorities.
Further, undisputed amount payable in respect
Name of the statute
Nature of the dues
Odisha Entertainment Entertainment Tax
Tax Rules, 2006
Period to which the
amount relates
October 2009 to
September 2014
Due date
Date of payment
Monthly basis
Not yet paid
(b)There are no dues in subsidiary company incorporated in India, in respect of income-tax, sales-tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax and cess that have not been deposited
with the appropriate authorities on account of any dispute. The dues outstanding in the holding company
in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax
and cess on account of any dispute are as follows:
Name of the
statute
Nature of the dues
Income Tax Act,
1961
Income Tax, Interest
and Penalty
Finance Act, 1994
(Service Tax)
Service Tax
(note 1)
Wealth Tax Act,
1957
Wealth Tax
Delhi Value Added
Tax Act, 2004
Andhra Pradesh
Value Added Tax
Act, 2005
Bihar Value Added
Tax Act, 2005
138
Amount (`)
(in lacs)
1,009
Value Added Tax
Value Added Tax
interest)
Value Added Tax
interest)
Value Added Tax
interest)
Value Added Tax
interest)
Value Added Tax
Amount
involved
under protest
amount relates
(`) (in lacs)
(`) (in lacs)
225
225
Assessment Year
2009-10
320
320
Assessment Year
2010-11
9
Assessment Year
2006-07
93
Assessment Year
2011-12
16
Assessment Year
2011-12
57
Assessment Year
2012-13
65
Assessment Year
2013-14
167
2006-07 to 2010-11
Income Tax-Appellate Tribunal, Delhi
Noida
Income Tax-Appellate Tribunal,
Mumbai
Noida
Noida
Noida
Noida
Appellate Tribunal
Appellate Tribunal, Delhi
Commissioner of Wealth Tax (Appeals),
Delhi
Special Commissioner -1 (Appeal),
DVAT Tribunal, New Delhi
2921
-
2007-08 to 2011-12
2633
1474
2
500
-
2008-09 to 2010-11
2009-10 to 2013-14
2005-06
7
7
283
20
2007-08
169
0
2009-10
Special. Commissioner -1 (Appeal),
632
0
2010-11
Special. Commissioner (Appeal),
286
286
2006-07 & 2007-08
State Tribunal Appellate Authority,
Hyderabad
15
59
38
15
44
19
2007-08
2008-09
2009-10
23
12
2010-11
March 2010
Name of the
statute
Bihar Value Added
Tax Act, 2005
Nature of the dues
Value Added Tax
Haryana Value
Value Added Tax
Added Tax Act - 2003 (Penalty)
Kerala Value Added
Value Added Tax
Tax Act-2003
UP VAT Act, 2008
Value Added Tax
Value Added Tax
Value Added Tax
Rajasthan Tax of
Entry Tax
Entry on Goods in to
local areas Act, 1999
The Jammu &
Entry Tax
Kashmir Entry Tax
on Goods, Act 2000
Indian Customs Act, Special Additional Duty
1962
Amount
involved
under protest
amount relates
(`) (in lacs)
(`) (in lacs)
13
7
2011-12
270
270
2012-13
6
6
2014-15
Deputy Commissioner of Commercial
Taxes, Patliputra Circle, Patna (Vehicle
Seizure)
#
#
December 2012
Jt. Excise & Taxation Commissioner
(Appeal), Haryana
34
11
2009-10
Kerala High Court
1
1
October 2013
The Intelligence inspector,
Department of Commercial taxes,
Thiruvananthapuram.
1
0
2005-06
Joint Commissioner (Appeal), Noida
@
1
2006-07
$
$
2014-15
173
173
2012-13
Additional Commissioner Appeal-1,
Noida
Deputy Commissioner, Khand-3,
Noida (Vehicle Seizure)
Supreme Court of India
43
43
2014-15
State of Jammu & Kashmir
795
0
April 2008–June 2009 CESTAT, Delhi
# ` 40,540
@ ` 41,000
$ ` 44,900
Note 1 – Interest and penalty amount not ascertainable.
(c) There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Holding Company
and subsidiary company incorporated in India,
in accordance with the relevant provisions of
the Companies Act, 1956 (1 of 1956) and rules
made thereunder. Accordingly, the provisions of
clause 3(vii)(c) of the Order are not applicable.
(viii)In our opinion, the Holding Company’s accumulated
losses at the end of the financial year are more
than fifty percent of its net worth. The Holding
Company has not incurred cash losses during the
year and in the immediately preceding financial
year. The subsidiary company incorporated in India
has been registered for a period of less than five
years. Accordingly, the provisions of clause 3(viii) of
the Order are not applicable on subsidiary company
incorporated in India.
(ix)In our opinion, the Holding Company and subsidiary
company incorporated in India have not defaulted in
repayment of dues to any financial institution or a
bank or to debenture-holders during the year.
(x)
According to the information and explanations
given to us, the Holding Company and subsidiary
Company incorporated in India, has not given any
guarantees for loans taken by others from banks or
financial institutions. Accordingly, the provisions of
clause 3(x) of the Order are not applicable.
(xi)In our opinion, the Holding company and subsidiary
company incorporated in India have applied the term
loans for the purpose for which these were obtained.
(xii)No fraud on or by the Holding Company and subsidiary
company incorporated in India have been noticed or
reported during the period covered by our audit.
per David Jones
Partner
Place : Noida
Date : May 26, 2015
139
Consolidated Balance Sheet
as at 31 March 2015
Note no.
As at
31 March 2015
As at
31 March 2014
Equity and Liabilities
Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
3
4
Non-current liabilities
(a) Long-term borrowings
(b) Other long term liabilities
(c) Long-term provisions
10,656
(41,994)
(31,338)
10,650
(41,910)
(31,260)
5
6
7
Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
1,826
656
2,482
77,911
9,182
1,419
88,512
8
9
10
11
Assets
Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(b) Non-current investments
(c) Long-term loans and advances
(d) Other non-current assets
4,795
12,680
221,297
106,710
345,482
316,626
6,579
13,568
116,007
83,612
219,766
277,018
12.1
12.2
12.3
13
14
15
Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
(f) Other current assets
144,282
1,106
49,716
20,000
8,388
1,668
225,160
134,951
758
42,259
15,000
8,058
1,486
202,512
16
17
18
19
20
21
2
987
6,368
42,861
39,094
2,156
91,466
316,626
5,000
748
4,149
34,263
29,844
502
74,506
277,018
This is the consolidated balance sheet referred to in our report of even date
140
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
Place: Noida
Dated: 26 May 2015
Consolidated Statement of Profit and
Loss for the year ended 31 March 2015
Note no.
Income
Other income
Total revenue
For the
year ended
31 March 2015
For the
year ended
31 March 2014
278,164
6,350
284,514
250,897
6,489
257,386
806
635
(239)
139,536
10,175
17,541
61,384
54,575
283,778
113
132,830
8,916
13,275
59,736
46,000
261,505
736
(4,119)
-
11,637
Profit/ (Loss) before tax, after prior period items
736
(15,756)
Tax expense
422
5
Profit/ (Loss) after tax
314
(15,761)
-
-
314
(15,761)
Basic earning/ (loss) per equity share (in `)
Diluted earning/ (loss) per equity share (in `)
(Face value of ` 1 each)
0.03
0.03
(1.48)
(1.48)
Expenses
Purchases of stock-in-trade (consumer premises
equipments related accessories/spares)
Changes in inventories of stock-in-trade
Operating expenses
Employee benefits expense
Finance costs
Other expenses
Total expenses
22
23
24
25
26
27
12.1 and 12.2
28
Profit/ (Loss) before prior period items and tax
Prior period items
29
Less: loss attributable to minority
2
This is the consolidated statement of Profit and Loss referred to in our report of even date
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
Place: Noida
Dated: 26 May 2015
141
Consolidated Cash Flow Statement for
the year ended 31 March 2015
For the
year ended
31 March 2015
For the
year ended
31 March 2014
736
(15,756)
61,384
59,736
Loss on sale/ discard of fixed assets and capital work-in-progress
2,344
3,794
(243)
(484)
-
3
62
131
Provision for wealth taxes
1
(31)
Bad debts written off
3
-
(40)
(482)
Cash flows from operating activities
Net profit/ (loss) before tax
Adjustments for :
(350)
(2,156)
Interest expense
15,440
11,157
Interest income
(5,640)
(4,401)
Operating profit before following adjustments
73,697
51,511
(239)
113
(Increase) in trade receivables
(2,222)
(1,113)
(Increase)/ decrease in loans and advances & other current assets
(3,671)
13,493
Increase in trade payables and other current liabilities
10,174
7,144
Cash flow from operations
77,739
71,148
(993)
(602)
76,746
70,546
(70,635)
(29,889)
62
30
(50,600)
(112,100)
50,843
120,407
-
(11,800)
36
-
(Increase)/ decrease in inventories
Income taxes paid (net of refund)
Net cash flow from operating activities (A)
Cash flows from investing activities
Purchases of fixed assets (including capital work in progress and capital
advances)
Proceeds from sale of fixed assets
Purchases of investments
Proceeds from sale of investments
Loans given to body corporates
Refund of loans given to body corporates
Movements in fixed deposits having maturity of more than 3 months
Interest received
Net cash used in investing activities (B)
142
(2,325)
(861)
5,630
4,376
(66,989)
(29,837)
Consolidated Cash Flow Statement for
the year ended 31 March 2015 (Contd.)
Cash flows from financing activities
For the
year ended
31 March 2015
For the
year ended
31 March 2014
(7,610)
(6,253)
Interest paid
346
30
Proceeds from long term borrowings (excluding vehicle loans)
77,042
43,174
Repayments of long term borrowings (excluding vehicle loans)
(71,472)
(86,626)
-
(2)
Proceeds from issue of capital / call money received
Repayments of vehicle loans
Proceeds/ (repayments) from short term borrowings
(1,928)
3,579
Net cash used in financing activities (C)
(3,622)
(46,098)
6,135
(5,389)
Net increase/(decrease) in cash and cash equivalents
Decrease in cash and cash equivalents on disposal of subsidiary
-
(230)
5,814
11,433
11,949
5,814
12
7
11,218
4,926
383
755
336
126
11,949
5,814
Cash and bank balances (refer note 19)
42,861
34,263
Less: deposits with maturity of more than 3 months
30,912
28,449
11,949
5,814
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (refer note 19) #
Cash and cash equivalents includes:
Cash on hand
Balances with scheduled banks
- deposits with maturity of upto 3 months
# include ` 0.47 lacs (previous year ` 0.47 lacs) in share call money
accounts in respect of rights issue.
Reconciliation of Cash and cash equivalents with cash and bank balances
2
This is the consolidated cash flow statement referred to in our report of even date
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
Place: Noida
Dated: 26 May 2015
143
Notes to the Consolidated financial
statements for the year ended 31 March 2015
1.Background
Dish TV India Limited (‘Dish TV’ or ‘the Company’ or ‘the parent company’) and its subsidiaries [refer to
note 2(d) (iii) below], together referred as ‘the Group’, is engaged in the business of Direct to Home (‘DTH’)
and Teleport services.
2.Significant accounting policies
a)
Basis of preparation of consolidated financial statements
The financial statements have been prepared to comply in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).
The financial statements have been prepared on a going concern basis under the historical cost
convention on accrual basis in accordance with the generally accepted accounting principles in India.
The accounting policies have been consistently applied by the Company and are consistent with those
used in the previous year.
All assets and liabilities have been classified as current or non-current, wherever applicable as per
the operating cycle of the Company and as per the guidance as set out in Schedule III to the companies
Act, 2013.
b)
Going concern
The management believes that it is appropriate to prepare these financial statements on a ‘going
concern’ basis, for the following reasons:-
i)
The Company’s DTH license was valid upto 30 September 2013. The Company has, before the
expiry of the license, approached the relevant authorities, who have extended the validity for an
interim period till the time final policy with regard to the terms and conditions for renewal of
DTH license are laid down by the Government. The Group has given an understanding that they
shall comply with that policy during the interim period and any financial obligations arising from
the change in policy shall be honoured by the Group, though no significant adverse financial
adjustment is expected in this regard.
ii)
The DTH business necessitates long gestation period. Being first mover, the Group has incurred
huge cost on establishment and on awareness of the product, brand building on a pan India
basis, the benefits of which will accrue in the future years.
iii) The management is fully seized of the matter and is of the view that going concern assumption
holds true and that the Group will be able to discharge its liabilities in the normal course of
business since the Group holds sanctioned loan facilities from banks and would meet the debt
obligations on due dates.
iv) The Group has positive operating cash flows.
144
Accordingly, the consolidated financial statements do not require any adjustment as to the
balances carried in the balance sheet.
c)Principles of consolidation
The consolidated financial statements have been prepared in accordance with Accounting Standard
21 - consolidated financial statements, of the Companies Accounting Standards (Rules), 2006 (as
amended). The consolidated financial statements are prepared on the following basis
i)
Subsidiary companies are consolidated on a line-by-line basis by adding together the book
values of the like items of assets, liabilities, income and expenses after eliminating all significant
intra-group balances, intra-group transactions and unrealized profit or loss (if applicable). The
results of operations of a subsidiary are included in the consolidated financial statements from
the date on which the parent subsidiary relationship came into existence.
ii)
The difference between the cost to the Group of investment in subsidiaries and the proportionate
share in the equity of the investee company as at the date of acquisition of stake is recognized
in the consolidated financial statements as Goodwill or Capital Reserve, (as the case may be).
Goodwill arising on consolidation is tested for impairment annually.
iii) Minorities’ interest in net profits of consolidated subsidiaries for the year is identified and
adjusted against the income in order to arrive at the net income attributable to the shareholders
of the Company. Their share of net assets is identified and presented in the consolidated balance
sheet separately. Where accumulated losses attributable to the minorities are in excess of their
equity, in the absence of the contractual/legal obligation on the minorities, the same is accounted
for by the holding company.
iv) As far as possible, the consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances and are presented, to
the extent possible, in the same manner as the Company’s standalone financial statements. Any
differences in accounting policies are disclosed separately.
v)
vi) As per Accounting Standard 21 - consolidated financial statements notified by Companies
(Accounting Standards) Rules, 2006 (as amended), only the notes involving items which
are material need to be disclosed. Materiality for this purpose is assessed in relation to the
information contained in the consolidated financial statements. Further, additional statutory
information disclosed in separate financial statements of the subsidiary and/or the parent having
no bearing on the true and fair view of the consolidated financial statements is not disclosed in
the consolidated financial statements.
vii) The companies considered in the consolidated financial statements are:
The financial statements of the entities used for the purpose of consolidation are drawn up to
same reporting date as that of the Company i.e. year ended 31 March 2014.
Name of the company
Country of
incorporation
Dish Infra Services private Limited
(formerly known as Xingmedia
Distribution Private Limited)#
Sri Lanka
India
% shareholding
as at
31 March 2015
70
100
% shareholding
as at
31 March 2014
70
100
#Dish Infra Services Private Limited (Dish Infra) (formerly known as Xingmedia Distribution
Private Limited) was incorporated on 13 February 2014 under the Companies Act, 1956.
Consequent upon the approval of the Board of Directors and Shareholders of the Company,
the entire share capital of Dish Infra, comprising of 10,000 equity shares having face value
of ` 10 each, was acquired by the Company at ` 100,000. Accordingly, Dish Infra became
the wholly owned subsidiary of the Company on 24 March 2014. Subsequently, upon the
approval of the Board of Directors, the Company had subscribed to additional 118,000,000
equity shares of Dish Infra at ` 10 per equity share.
The Board of Directors of the Company, in its meeting held on 26 August 2014, passed resolutions approving the transfer of the Non-core business to Dish Infra. Further, on 3 February 2015
the shareholders of the Company, through Postal ballot, have approved necessary resolutions
for the transfer of Non-core business.
Post approvals, the Company entered into the Business Transfer Agreement (dated 25 February
2015) with Dish Infra, for transfer of its Non-core business on ‘Slump Sale’ basis w.e.f. 1 April
2015 As per the terms of the agreement Dish Infra shall undertake activities of the Company
which would include providing support services for satellite based communication services,
broadcasting content services, management of hard assets like CPEs and their installation, value added services, etc.
145
As per the Valuation Report obtained from Independent valuers, the Enterprise value of Noncore business is valued at ` 1,65,961Lacs and the Company shall receive cash consideration
from Dish Infra Services Private Limited, which would be arrived after adjusting Closing Net Debt
and difference between Closing Working Capital and Base Working Capital on the Transfer Date.
The Company is in the business of providing Direct to Home (‘DTH’) and teleport services primarily in India. As the Company’s business activity primarily falls within a single business and geographical segment in terms of Accounting Standard 17 on “Segment Reporting”. The transfer of
the Non-core Business would involve transfer of assets and liabilities as are related to the Noncore Business and as the same are identified by the parties to the transaction. For this purpose,
employees, tangible and intangible assets, current assets, long term and short term borrowings,
other liabilities etc. are being identified as are related to the Non-core Business. The Company
has disclosed information to the extent identifiable in compliance with requirement of AS-24 on
Discontinuing Operations.
Particular
For the
For the
year ended
year ended
31 March 2015 31 March 2014
Revenue
107,375
104,609
Expenditure
108,527
106,657
Loss before tax
1,152
2,048
Loss after tax
1,152
2,048
Total Assets
200,710
184,471
Total Liabilities
200,560
170,663
Cash flow (used in)/from Operating activities/ Investing
(*)
(*)
activities/ Financing activities
*As per the practice followed by the Company for preparation of its financial statements for
financial reporting purposes, its present system of maintenance of books of account and
other relevant records do not provide clearly identifiable cash flow from operating activities/
Investing activities/financing activities and hence the same has not been disclosed above.
d)Use of estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date
of the consolidated financial statements and the results of operations during the reporting periods. Although these estimates are based upon management’s knowledge of current events and
actions, actual results could differ from those estimates and revisions, if any, are recognised in
the current and future periods.
e)
Fixed assets and capital work in progress
Tangible assets:
Fixed assets are recorded at the cost of acquisition, net of Cenvat credit, including all incidental
expenses attributable to the acquisition and installation of assets, upto the date when the assets
are ready for use.
Consumer Premise Equipments (CPE) are capitalized on activation of the same.
Capital work in progress comprises of CPE items and is valued at cost.
Intangible assets:
146
Intangible assets are recognised if it is probable that the future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.
These assets are valued at cost which comprises the purchase price and any directly attributable
expenditure on making the asset ready for its intended use.
License fees paid, including fee paid for acquiring license to operate DTH services, is capitalized
as intangible asset.
Cost of computer software includes license fees, cost of implementation and appropriate system integration expenses. These costs are capitalized as intangible assets in the year in which
related software is implemented.
f)Depreciation and amortisation
1)
Tangible assets
Depreciation on fixed assets for the year ended 31 March 2014 is provided on straight line
method at rates which are either greater than or equal to the corresponding rates in Schedule XIV of the Companies Act, 1956.
Pursuant to the notification of Schedule II of the Companies Act, 2013, by the Ministry of
Corporate Affairs effective 1 April 2014, management has provided the depreciation on the
tangible assets on straight line method as per the useful life prescribed in Schedule II,
except in case of following category where life of the assets have been assessed as under
based on technical advice taking into account the nature of assets, estimated usage of the
assets, the operating conditions of assets, past history of replacement, anticipated technological changes etc.
i)
CPEs are depreciated over their useful life of five years, as estimated by the
management. CPEs that remain inactive for a specific period of time (five hundred days
from the date of inactivation) determined based on past experience, are depreciated
on accelerated basis. Corresponding lease advances in such cases are recognised as
income.
ii)
Aircraft is depreciated over the estimated useful life of ten years.
2)
Intangible assets
i)
DTH license fee is amortized over the period of license and other license fees are
amortized over the management estimate of useful life of five years.
ii)
Software are amortised on straight line method over an estimated life of one year to
five years.
Leasehold improvements are amortised over the period of lease or their useful lives, whichever is shorter.
g)Impairment
The carrying amounts of the Group’s assets (including goodwill) are reviewed at each balance sheet
date in accordance with Accounting Standard 28 ‘Impairment of Assets’, to determine whether
there is any indication of impairment. If any such indication exists, the asset’s recoverable amount
is estimated as higher of its net selling price and value in use. An impairment loss is recognized
whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Profit and Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined net of
depreciation or amortisation, had no impairment loss been recognised.
h)Inventories
Inventories of CPE related accessories and spares are valued at the lower of cost and net realisable value. Cost of inventories includes all costs incurred in bringing the inventories to their
present location and condition. Cost is determined on a weighted average basis.
147
i)Revenue recognition
i)
Service revenue:
-
Subscription and other service revenues are recognized on an accrual basis on
rendering of the services.
-
Lease rental is recognized as revenue as per the terms of the contract of operating
lease over the period of lease on a straight line basis.
-
Activation fee is recognised on an upfront basis considering the level of services
rendered on activation, the corresponding cost incurred and separate consideration
charged for the subsequent continuing services.
Sale of goods:
ii)
-
Revenue from sale of stock -in- trade is recognised when the products are dispatched
against orders to the customers in accordance with the contract terms, which coincides
with the transfer of risks and rewards
-
Sales are stated net of rebates, trade discounts, sales tax and sales returns.
iii)
Interest income:
j)
Income from deployment of surplus funds is recognised using the time proportion method,
based on interest rates implicit in the transaction.
Foreign currency transactions and forward contracts
Foreign currency transactions
i)
Foreign currency transactions are accounted for at the exchange rate prevailing on the date
of the transaction.All monetary foreign currency assets and liabilities are converted at the
exchange rates prevailing at the date of the balance sheet. All exchange differences, other
than in relation to acquisition of fixed assets and other long term foreign currency monetary
liabilities are dealt with in the Consolidated Statement of Profit and Loss.
ii) In accordance with Accounting Standard-11, “Accounting for the Effects of Changes in
Foreign Exchange Rates”, exchange differences arising in respect of long term foreign
currency monetary items used for acquisition of depreciable capital asset, are added to or
deducted from the cost of asset and are depreciated over the balance useful life of asset.
iii) The premium or discount arising on entering into a forward exchange contract for hedging
underlying assets and liabilities is measured by the difference between the exchange rate at
the date of the inception of the forward exchange contract and the forward rate specified in
the contract and is amortised as expense or income over the life of the contract. Exchange
difference on a forward exchange contract is the difference between:
-
the foreign currency amount of the contract translated at the exchange rate at the
reporting date, or the settlement date where the transaction is settled during the
reporting period, and;
-
the same foreign currency amount translated at the latter of the date of inception of
the forward exchange contract and the last reporting date.
These exchange differences are recognised in the Consolidated Statement of Profit and
Loss in the reporting period in which the exchange rates change.
iv)
Derivatives
148
Apart from forward exchange contracts taken to hedge existing assets or liabilities, the
Group also uses derivatives to hedge its foreign currency risk exposure relating to firm
commitments and highly probable transactions. In accordance with the relevant announce-
ment of the Institute of Chartered Accountants of India, the company provides for losses in
respect of such outstanding derivative contracts at the balance sheet date by marking them
to market. Net gain, if any, is not recognised. The contracts are aggregated category-wise,
to determine the net gain/loss.
k)Investments
Long-term investments, including their current portion, are carried at cost less diminution, other than temporary in value. Current investments are carried at the lower of cost and fair value
which is computed category wise.
l)Employee benefits
i)
Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are
classified as short-term employee benefits. Benefits such as salaries, wages, and bonus,
etc., are recognised in the Consolidated Statement of Profit and Loss in the period in which
the employee renders the related service.
ii)
Post-employment benefit
Defined contribution plan
The Group deposits the contributions for provident fund and employees state insurance to
the appropriate government authorities and these contributions are recognised in the Consolidated Statement of Profit and Loss in the financial year to which they relate.
Defined benefit plan
The Group’s gratuity scheme is a defined benefit plan. The present value of the obligation
under such defined benefit plan is determined based on actuarial valuation carried out
at the end of the year by an independent actuary, using the Projected Unit Credit Method,
which recognises each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates
used for determining the present value of the obligation under defined benefit plans, is
based on the market yields on Government Securities for relevant maturity. Actuarial gains
and losses are recognized immediately in the Consolidated Statement of Profit and Loss.
iii) Other long-term employee benefits
Benefits under the Group’s compensated absences constitute other long-term employee
benefits. The liability in respect of compensated absences is provided on the basis of an actuarial valuation done by an independent actuary at the year end. Actuarial gains and losses
are recognised immediately in the Consolidated Statement of Profit and Loss.
m)Employee stock option scheme
The Group calculates the compensation cost based on the intrinsic value method wherein the excess of value of underlying equity shares as on the date of the grant of options over the exercise
price of the options given to employees under the employee stock option schemes of the Group,
is recognised as deferred stock compensation cost and amortised over the vesting period on a
graded vesting basis.
n)Leases
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership
of the leased asset are classified as operating leases. Operating lease charges are recognised
as an expense in the Consolidated Statement of Profit and Loss on a straight line basis.
149
o)Earnings per share
Basic earning/loss per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
p)Taxation
Tax expense comprises of current and deferred tax. Current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Income tax Act, 1961.
Deferred income taxes reflects the impact of current year timing differences between taxable
income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there
is reasonable certainty that sufficient future taxable income will be available against which such
deferred tax assets can be realized. However deferred tax arising from brought forward losses is
recognised only when there is virtual certainty supported by convincing evidence that such asset
will be realized.
Minimum alternative tax (MAT) paid in accordance with the tax laws, which gives rise to future
economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax in future years.
In the year in which MAT credit becomes eligible to be recognised as an asset in accordance with
the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown
as MAT credit entitlement. The Company reviews the same at each balance sheet date and writes
down the carrying amount of MAT credit entitlement to the extent there is no longer convincing
evidence to the effect that the Company will pay normal income tax during the specified year.
q)Provisions and contingent liabilities
150
The Group recognises a provision when there is a present obligation as a result of a past event
and it is more likely than not that there will be an outflow of resources embodying economic
benefits to settle such obligations and the amount of such obligation can be reliably estimated.
Provisions are not discounted to their present value and are determined based on the management’s estimation of the outflow required to settle the obligation at the balance sheet date.
These are reviewed at each balance sheet date and adjusted to reflect current management
estimates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past
events and the existence of which will be confirmed only by the occurrence or non-occurrence of
future events, not wholly within the control of the Group. Contingent liabilities are also disclosed
for the present obligations that have arisen from past events in respect of which it is not probable that there will be an outflow of resources or a reliable estimate of the amount of obligation
cannot be made.
When there is an obligation in respect of which the likelihood of outflow of resources is remote,
no provision or disclosure is made.
r)
Cash and cash equivalents in the Cash Flow Statement comprise cash at bank and in hand,
cheques in hand and short term investments with an original maturity of three months or less.
3.
Share capital
As at
31 March 2015
As at
31 March 2014
15,000
15,000
Issued, subscribed and fully paid-up
1,065,519,640 (previous year 1,064,902,570) equity shares of ` 1 each,
fully paid up
10,655
10,649
Issued, subscribed, but not fully paid-up
51,945 (previous year 52,195) equity shares of ` 1 each, fully called up
(refer footnote b)
1
1
(0)
10,656
(0)
10,650
Authorised
1,500,000,000 (previous year 1,500,000,000) equity shares of ` 1 each
Less: calls in arrears (other than from directors/officers) *
*` 20,474 as on 31 March 2015 and ` 20,549 as on 31 March 2014
a)
Reconciliation of the number of shares outstanding at the beginning
and at the end of the year
Shares at the beginning of the year
Add: Further issued during the year under Employees Stock Option Plan
Shares at the end of the year
Nos
1,064,954,765
616,820
1,065,571,585
Nos
1,064,885,175
69,590
1,064,954,765
b)
Detail of shares not fully paid-up
21,993 (previous year 22,193) equity shares of ` 1 each, ` 0.75 paid up
29,952 (previous year 30,002) equity shares of ` 1 each, ` 0.50 paid up.
c)
Rights, preferences, restrictions attached to the equity shares
The Company has only one class of equity shares, having a par value of Re.1 per share. Each shareholder
is eligible to one vote per fully paid equity share held (i.e. in proportion to the paid up shares in equity
capital). The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in
the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share
capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In
the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.
d)
Details of shareholders holding more than 5% shares of the Company
Direct Media Distribution Ventures
Private Limited
Deutsche Bank Trust Company
Americas [refer footnote e(ii)]
Direct Media Solutions Private Limited
As at 31 March 2015
Number of
% holding in
shares
the Company
457,212,260
42.91%
As at 31 March 2014
Number of
% holding in
shares
the Company
457,212,260
42.93%
85,035,000
7.98%
85,035,000
7.99%
180,000,000
16.89%
180,000,000
16.90%
151
e)
Issued, subscribed and fully paid up shares include:
i) 2,164,190 (previous year 1,547,370) equity shares of ` 1 each, fully paid up, issued to the employees,
under Employee Stock Option Plan, i.e., ESOP 2007.
ii) 85,035,000 (previous year 85,035,000) equity shares of ` 1 each, fully paid up, for underlying 85,035
nos. (previous year 85,035 nos.) Global Depository Receipts (GDR). Each GDR represents 1000 equity
shares of ` 1 each.
f)
4,282,228 (previous year 4,282,228) equity shares of ` 1 each are reserved for issue under Employee Stock
Option Plan 2007. (refer note 31 for terms and amount etc.)
4.
Securities premium account
Opening balance
Add: received during the year
Closing balance
General reserves
Deficit in the Statement of Profit and Loss
Opening balance
Adjustment for depreciation (refer note 12.4)
Closing balance
5.
Long-term borrowings
Secured loans:
Debentures (refer note 46)
From banks
Term loans
Buyers’ credits
Less: amount disclosed under the head
“Other current liabilities” (refer
note 10)
As at
As at
31 March 2015 31 March 2014
Non current
As at
31 March 2015
As at
31 March 2014
153,835
340
154,175
1,849
153,778
57
153,835
1,849
(197,594)
(738)
314
(198,018)
(41,994)
(181,833)
(15,761)
(197,594)
(41,910)
As at
As at
31 March 2015 31 March 2014
Current maturities
-
-
20,000
-
-
18,930
58,981
77,911
-
31,925
91,668
143,593
143,593
17,088
39,372
56,460
56,460
-
77,911
-
-
During the year, the Company has entered into novation agreement with the banks to transfer its debts to
its subsidiary company, Dish Infra Services Pvt. Ltd., with effect from 01 April 2015 (refer note 2 (c) (vii))
152
Repayment terms, rate of interest and nature of security for the outstanding long-term borrowings as
at 31 March 2015
a)
Debentures
First ranking pari passu charge on all present and future tangible i.e. movable and current assets of the
Issuer
Bullet repayment after three years from the date of allotment along with cumulative interest at the rate of
12.40%.
b)
Term loans - Secured
(i)
Term loans of ` nil (previous year ` 9,715 lacs) are under syndicate Rupee Loan Facility and are
secured by the creation of a first ranking charge by way of mortgage in favor of a security trustee
over all the immoveable assets, present and future, a charge by way of hypothecation over (a)
all the moveable assets, present and future; (b) the balances lying in and to the credit of certain
accounts and the proceeds of any investments made out of the said balances; and (c) all the
rights, title and interest in various contracts, authorizations, approvals and licenses, including the
DTH license (to the extent that it is capable of being charged or assigned) and insurance policies.
Further, an amount equal to three months payment of principal and interest on the outstanding facility is
guaranteed by Zee Entertainment Enterprises Limited, a related party [refer note 34d].
Nil
Repayable in quarterly installments
a) Loan amounting to ` 2,813 lacs as on reporting date is payable in six quarterly installments alongwith
b) Loan amounting to ` 3,591 lacs as on reporting date is payable in six quarterly installments alongwith
c) Loan amounting to ` 1,875 lacs as on reporting date is payable in six quarterly installments alongwith
d) Loan amounting to ` 1,436 lacs as on reporting date is payable in six quarterly installments alongwith
monthly interest at 12.25% per annum.
(ii)
Term loan of ` Nil (previous year ` 1,875 lacs) is secured by (a) first pari-passu charges on consumer
current assets including stock of raw materials, semi finished and finished goods, consumable stores and
spares and such other movable including book debts, bills, outstanding monies receivables (both present
and future); (c) first pari-passu charges on all movable and immovable fixed assets, (both present and
future); (d) assignment of insurance policies pertaining to CPE charged, current assets and movable fixed
assets, of the Company. Further, a corporate guarantee is given by Direct Media Distribution Ventures
Private Limited, a related party in respect of this loan [refer note 34d].
Nil
Loan amounting to ` 1,875 lacs as on reporting date is payable in six quarterly installments alongwith
153
(iii) Term loan of ` 12,943 lacs (previous year ` 7,909 lacs) is secured by (a) first pari-passu charges on
consumer premises equipment (CPE), (both present and future), of the Company; (b) first pari-passu
charges on all current assets and fixed assets of the Company (both present and future); (c) assignment of
insurance policies pertaining to CPE charged, current assets and movable fixed assets of the Company; (d)
DSRA to be created upfront for one Quarter interest; (e) Non Disposal Undertaking from Promoter Group
Companies to continue holding at least 51% shareholding.
Loan amounting to ` 12,943 lacs as on reporting date is payable in twenty quarterly installments alongwith
monthly interest at 12.00% per annum. Last date of repayment is March 2020.
Loan amounting to ` 7,909 lacs as on reporting date is payable in eight quarterly installments alongwith
monthly interest at 12.75% to 13% per annum.
(iv) Term Loan of ` 12,482 lacs (previous year ` 10,019) is secured by (a) first pari-passu charges on moveable
and immoveable fixed assets of the Company; (b) first pari-passu charges on the current assets; (c) DSRA
to be created upfront for one Quarter interest; (d) Non Disposal Undertaking for shares of the Company to
the extent of ` 60 Crores. Further, a corporate guarantee is given by M/s Direct Media Distribution Ventures
Private Limited a related party in respect of this loan [refer note 34d].
Loan amounting to ` 12482 lacs as on reporting date is payable in five quarterly installments alongwith
Loan amounting to ` 10,019 lacs as on reporting date is payable in ten quarterly installments alongwith
(v)
Term loan of ` 6,500 lacs (previous year ` 6,500) is secured by (a) first pari-passu charges on consumer
current assets and fixed assets of the Company (both present and future).
Loan amounting to ` 6,500 lacs as on reporting date is payable in fourteen quarterly installments after a
moratorium period of 18 months alongwith monthly interest at bank base rate plus 3% per annum.
c)
(i)
Buyer’s credit of ` 15486 lacs (previous year ` 29,071 lacs) is secured by pari passu first charge on the
movable and immovable fixed assets and current assets of the Company. Further, a corporate guarantee is
given by Direct Media Distribution Ventures Private Limited, a related party [refer note 34d].
154
July 2015 (being the closest).
plus 188 bps.
plus 240 bps.
(ii)
Buyer’s credit of ` Nil lacs (previous year ` 661 lacs) is secured by first ranking pari passu charge on all
present and future tangible movable/ immovable and current assets of the Company including proceeds
account; exclusive charge on reserve account; assignment of rights, titles and interest of the Company
in all the contracts, authorisations, approvals, and licenses (to the extent the same are capable of being
assigned); and assignment of all insurance policies.
Nil
Buyer’s credit comprises of single loan transaction having 2.75 years of maturity. Transaction is repayable
in full in April 2014. Interest on Buyer’s Credit is payable in half yearly installments at Libor plus 200 bps.
(iii) Buyer’s credit of ` 34,158 lacs (previous year ` 31,271 lacs) is secured by first pari passu charge on all
present and future moveable and immovable assets, including but not limited to inventory of set-top-boxes
and accessories etc., book debts, operating cash flows, receivables, commissions, revenue of whatever
nature and wherever arising, present and future, and on all intangibles assets including but not limited to
goodwill and uncalled capital, present and future, of the Company. Further, a corporate guarantee is given
by Sprit Textiles Private Limited and Jayneer Capital Private Limited and a personal guarantee by key
managerial personnel in respect of this loan. [refer note 34d].
transaction is repayable in full on maturity dates, falling between September’ 2017 (being the farthest) and
Libor plus 100 bps
transaction is repayable in full on maturity dates, falling between March’ 2016 (being the farthest) and
Interest on ` 4,233 lacs buyer’s credit is payable in yearly installments at Libor plus 165 bps.
155
(iv) Buyer’s credit of ` 20,912 lacs (previous year ` 20,027 lacs) is secured by (a) first pari passu charge on
consumer premises equipment (CPE) (both present and future); (b) first pari passu charges by way of
hypothecation on the Company’s entire current assets which would include stocks of raw materials, semi
finished and finished good, consumable stores and spares and such other movables, including books debts,
bills, outstanding monies receivables (both present and future) in a form and manner satisfactory to the
bank; (c) first pari passu charge on all movable fixed assets of the Company; (d) assignment of insurance
policies pertaining to CPE charged, current assets and movable fixed assets.
transaction is repayable in full on maturity dates falling between October’ 2017 (being the farthest) and
plus 250 bps.
transaction is repayable in full on maturity dates falling between February’ 2016 (being the farthest) and
plus 250 bps.
(v)
Buyer’s credit of ` 17,392 lacs (previous year ` 15,706 lacs) secured by (a) first pari-passu charges on
party in respect of this loan [refer note 34d].
156
transaction is repayable in full on maturity dates falling between September’ 2017 (being the farthest) and
Libor plus 165 bps.
transaction is repayable in full on maturity dates falling between March’ 2016 (being the farthest) and Jan’
Interest on ` 12,520 lacs buyer’s credit is payable in yearly installments ranging from Libor plus 155 bps
(vi) Buyer’s credit of ` 3,720 lacs (previous year ` 1,617) secured by (a) first pari-passu charges on consumer
Buyer’s credit comprises of several loan transactions ranging between 2.5 to 2.85 years of maturities. Each
transaction is repayable in full on maturity dates falling between June’ 2017 (being the farthest) and Feb’
Libor plus 125 bps.
Buyer’s credit comprises of several loan transactions ranging between 2.5 to 2.75 years of maturities. Each
transaction is repayable in full on maturity dates falling between Sept’ 2016 (being the farthest) and Nov’
Interest on ` 153 lacs buyer’s credit is payable in yearly installments at Libor plus 150 bps.
d)
The Company did not have any continuing defaults as on the balance sheet date in repayment of loans and
interests.
6.
Other long-term liabilities
Others:
Income received in advance
Money received against partly paid
up shares*
Interest accrued but not due on
borrowings
head “Other current liabilities”
(refer note 10)
As at
As at
31 March 2015 31 March 2014
Non current
As at
As at
31 March 2015 31 March 2014
Current
1,826
0
9,182
0
33,195
-
33,902
-
1,826
-
9,182
-
1,237
34,432
34,432
33,902
33,902
1,826
9,182
-
-
* ` 47,191 as on 31 March 2015 and ` 47,191 as on 31 March 2014
157
7.
As at
As at
31 March 2015 31 March 2014
Non current
head “Short-term provisions”
(refer note 11)
8.
Secured loans
Loans repayable on demand
- Cash credit from bank
Other loans
- Buyers’ credits
As at
As at
31 March 2015 31 March 2014
Current
429
227
656
-
909
510
1,419
-
525
355
880
880
27
28
55
55
656
1,419
-
-
As at
31 March 2015
As at
31 March 2014
-
4,000
4,795
4,795
2,579
6,579
Repayment terms, rate of interest and nature of security for the outstanding short-term borrowings as
at 31 March 2015
a)
Cash Credit - Secured
Cash credit from bank is secured by first pari passu charge on the movable and immovable fixed assets
and current assets of the Company.
Terms of repayment
Payable on demand
Payable on demand
158
b)
(i)
Buyer’s credit of ` 2,721 lacs (previous year ` nil) is secured by first pari passu charge on all present
and future moveable and immovable assets, including but not limited to inventory of set-top-boxes and
accessories etc., book debts, operating cash flows, receivables, commissions, revenue of whatever nature
and wherever arising, present and future, and on all intangibles assets including but not limited to goodwill
and uncalled capital, present and future, of the Company. Further, a corporate guarantee is given by Sprit
Textiles Private Limited and Jayneer Capital Private Limited and a personal guarantee by key managerial
personnel in respect of this loan. [refer note 34d].
Buyer’s credit comprises of several loan transactions having 1 year of maturity. Each transaction is
repayable in full on maturity dates, falling between December’ 2015 (being the closest) and January’ 2016
(being the farthest). Interest on ` 2,721 lacs buyer’s credit is payable in yearly installments at Libor plus
36 bps to Libor plus 55 bps
(ii)
Buyer’s credit of ` 2,074 lacs (previous year ` 705 lacs) secured by (a) first pari-passu charges on
party in respect of this loan [refer note 34d].
Buyer’s credit comprises of several loan transactions having 1 year of maturity. Each transaction is
repayable in full on maturity dates falling between September’ 2015 (being the farthest) and April’ 2015
(being the closest).
Libor plus 58 bps.
Repayable on maturity alongwith interest at Libor plus 55 bps to Libor plus 60 bps.
(iii) Buyer’s credit of ` nil lacs (previous year ` 1,874 Lac) secured by (a) first pari-passu charges on consumer
Nil
Repayable on maturity alongwith interest at the rate of Libor plus 59 bps.
c)
The Company did not have any defaults as on the balance sheet date in repayment of loans and interests.
9.
Trade payables
Sundry creditors
- Due to micro and small enterprises (refer note below)
- Others
As at
31 March 2015
As at
31 March 2014
12,680
12,680
13,568
13,568
159
The management has identified micro and small enterprises as defined under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier
or vendors of the Company. Based on the information available with the Company, as at the year end,
there are no dues to micro and small Enterprises that are reportable under the MSMED Act, 2006.
10. Other current liabilities
As at
As at
31 March 2015 31 March 2014
143,593
56,460
487
468
34,432
33,902
Current maturities of long-term borrowings (refer note 5)
Interest accrued but not due on borrowings
Income received in advance (refer note 6)
Other payables
- Statutory dues
- Accrued loss on forward contracts
- Advances/deposits received
- Book overdraft
- Commission accrued
- Employees’ payables
- Creditors for fixed assets
11. Short-term provisions
Provision for employee benefits (refer note 7)
Provision for income tax [net of advance tax ` 323 lac (previous year
` 2 lac)]
Other provisions
- Regulatory dues (refer note 36 a)
- Wealth tax
- Mark to market loss provision
7,298
10,369
2,116
2,795
372
19,835
221,297
4,689
16
10,402
1,462
2,101
141
6,366
116,007
As at
31 March 2015
As at
31 March 2014
525
355
99
27
28
3
105,047
1
683
106,710
83,553
1
83,612
12.1. Fixed Assets - Tangible assets
As at 31 March 2015
Particulars
160
Plant and machinery
Consumer premises
equipment (Refer note 35b)
Computers
Office equipment
Leasehold improvements *
Total
Gross block
As at
Additions
Sales/
As at
01 April
adjustments 31 March
2014
2015
14,930
581
43
15,468
380,699
70,272
450,971
1,302
310
228
3,599
45
401,113
98
236
9
30
71,226
65
8
41
157
1,335
538
237
3,588
45
472,182
Upto
01 April
2014
9,711
254,870
780
72
76
608
45
266,162
Depreciation
For the
Sales/
period
adjustments
1,460
58,927
(576)
-
Upto
31 March
2015
11,747
313,797
225
83
30
360
0
61,085
(25)
(70)
(3)
21
(653)
1,030
225
109
947
45
327,900
Net block
As at
31 March
2015
3,721
137,174
305
313
128
2,641
-0
144,282
As at 31 March 2014
Particulars
Gross block
As at
01 April
2013
Plant and machinery
Consumer premises
equipment (Refer note 35b)
Computers
Office equipment
Leasehold improvements**
Total
Depreciation
Additions
Sales/
adjustments
As at
31 March
2014
Upto
01 April
2013
Net block
Sales/
adjustments
For the
year
Upto
31 March
2014
As at
31 March
2014
14,283
661
14
14,930
8,411
1,307
7
9,711
5,219
329,947
50,752
-
380,699
197,266
57,604
-
254,870
125,829
1,150
206
54
1,302
644
163
27
780
522
254
60
4
310
57
16
1
72
238
217
20
9
228
66
15
5
76
152
3,590
39
30
3,599
263
359
14
608
2,991
47
-
2
45
47
0
2
45
-
349,488
51,738
113
401,113
206,754
59,464
56
266,162
134,951
* ` 18,079 is the depreciation for the year 2014-15.
** ` 44,772 is the depreciation for the year 2013-14.
12.2. Fixed Assets - Intangible assets
As at 31 March 2015
Particulars
Gross block
As at
01 April
2014
Additions
Amortisation
Sales/
adjustments
As at
01 April
2015
Upto
01 April
2014
For the
period
Net block
Sales/
adjustments
Upto
31 March
2015
As at
31 March
2015
Goodwill
4,512
-
-
4,512
4,512
-
-
4,512
-
License fees
1,192
-
-
1,192
1,181
5
-
1,186
6
Software
3,068
647
-
3,715
2,321
294
-
2,615
1,100
Total
8,772
647
-
9,419
8,014
299
-
8,313
1,106
Sales/
adjustments
As at
31 March
2014
As at 31 March 2014
Particulars
Gross block
As at
01 April
2013
Additions
Amortisation
Upto
01 April
2013
For the
year
Net block
Sales/
adjustments
Upto
31 March
2014
As at
31 March
2014
Goodwill
4,512
-
-
4,512
4,512
-
-
4,512
-
License fees
1,192
-
-
1,192
1,118
63
-
1,181
11
Software
2,705
363
-
3,068
2,112
209
-
2,321
747
Total
8,409
363
-
8,772
7,742
272
-
8,014
758
12.3.
Capital work in progress of ` 49,716 lacs (previous year ` 42,259 lacs) includes assets in transit of ` 5,777 lacs (previous year ` 3,818 lacs).
12.4.
i) Additions/adjustments to gross block of consumer premises equipment (CPE) and plant and machinery include loss on account of foreign
exchange fluctuations amounting to ` 4,182 lacs (previous year ` 16,379 lacs), and ` 10 lacs (previous year ` 162 lacs) respectively [also refer
note 39a]. The Company has exercised the option under para 46A of Accounting Standard 11 in order to capitalise foreign exchange fluctuation
on long-term foreign currency loan.
ii)Pursuant to the enactment of schedule II to the Companies Act, 2013, the management has changed the useful lives of the assets to compute
depreciation to conform with its requirements. Had the Company continued with the previously assessed useful lives, charge for depreciation for
the period ended 31 March 2015 would have been lower by ` 691 lacs and the profit before tax would have been higher by such amount. Further
as provided under schedule II, the carrying amount of the assets (having gross block of ` 4,012 lacs and accumulated depreciation of ` 3,274 lacs
as included in ‘accumulated depreciation’ column above) whose reassessed remaining useful life is Nil as at 31 March 2014 has been adjusted
from the retained earnings.
12.5.
For assets given on Lease, refer notee 35.
161
13. Non-current investments
Others
Certificate of deposit, represents deposits with SICOM Limited (a
financial institution) *
Aggregate amount of unquoted investments (at cost)
As at
31 March 2015
20,000
20,000
20,000
As at
31 March 2014
15,000
15,000
15,000
* amount includes unutilised monies raised by rights issue amounting to ` nil (previous year ` 15,000 lac)
14. Long-term loans and advances
Capital advances
- Related parties [refer note 34c]
- Others
Security deposits
Others:
- Prepaid expenses
- Income tax [net of provision ` nil (previous year ` nil)]
- Other taxes paid under protest
15. Other non-current assets
Deposits with maturity period more than 12 months (Refer note 19)
16. Current investments
Certificate of deposit with SICOM Limited (a financial institution).
Aggregate book value of unquoted investments
17. Inventories
162
Stock-in-trade (at the lower of cost and net realisable value)
- Customer premises equipment related accessories and spares
As at
31 March 2015
As at
31 March 2014
28
745
2,500
11
158
1,206
3,856
2,553
8,388
7
3,684
1,698
8,058
As at
As at
31 March 2015 31 March 2014
1,668
733
753
1,668
1,486
As at
As at
31 March 2015 31 March 2014
5,000
5,000
5,000
As at
31 March 2015
987
987
As at
31 March 2014
748
748
18. Trade receivables
As at
31 March 2015
As at
31 March 2014
Debts outstanding for a period exceeding six months
- Considered good
- Considered doubtful
1,638
843
76
76
4,730
3,306
6,444
4,225
(76)
(76)
6,368
4,149
Other debts
- Considered good
Provision for doubtful debts
19 . Cash and bank balances
As at
31 March 2015
As at
31 March 2014
Current
As at
31 March 2015
As at
31 March 2014
Non current
Balances with banks :
11,218
4,926
-
-
- deposits with maturity of upto 3
months
383
755
-
-
336
126
-
-
12
7
-
-
30,912
28,449
1,668
733
42,861
34,263
1,668
733
-
-
1,668
733
42,861
34,263
-
-
- in current accounts#
Cash on hand
Other bank balances
- deposits with maturity of more
than 3 months ## (refer note 41)
Less: amount disclosed under
the head ‘other non current
assets’ (refer note 15)
# include ` 0.47 lacs (previous year ` 0.47 lacs ) in share call money accounts in respect of rights issue.
## includes unutilised proceeds of GDR Issue amounting to ` 27,570 lacs (previous year ` 25,444 lacs )
163
20. Short-term loans and advances
As at
31 March 2015
As at
31 March 2014
Considered good
Loans and advances to related parties [refer note 34c]
- Prepaid expenses
-
1,065
- Security deposits
1,054
54
13,157
17,446
1,701
1,323
494
-
- Advances to suppliers, distributors, etc.
15,726
5,552
- Customs duty, service tax and sales tax
6,498
3,831
464
573
39,094
29,844
- Others
Others
- Prepaid expenses
- Income tax
- Security deposits
21. Other current assets
As at
31 March 2015
Income accrued but not due on fixed deposits
Accrued gains on forward contracts
Unamortised premium on forward contracts
Unbilled revenue
164
As at
31 March 2014
64
54
1,809
447
232
-
3
1
48
-
2,156
502
22.
For the
year ended
31 March 2015
Income from Direct to Home (DTH) subscribers:
- Subscription revenue
- Lease rentals
Teleport services
Bandwidth charges
Sales of customer premises equipment (CPE) and accessories
Advertisement income
Other operating income
23.
254,356
8,098
2,098
8,101
502
4,165
844
278,164
226,814
11,694
2,100
4,963
731
3,602
993
250,897
Other income
For the
year ended
31 March 2015
Interest income from:
- long-term investments
- current investments
- fixed deposits/ margin accounts
- others
Miscellaneous income
24.
For the
year ended
31 March 2014
2,066
334
1,609
1,630
201
243
40
227
6,350
For the
year ended
31 March 2014
1,623
593
1,165
1,020
962
484
482
160
6,489
Changes in inventories of stock-in-trade (consumer premises equipments related accessories/ spares)
For the
year ended
31 March 2015
Opening stock
Less: Closing stock
748
987
(239)
For the
year ended
31 March 2014
861
748
113
165
25.
Operating expenses
For the
year ended
31 March 2015
Transponder lease
License fees
Uplinking charges
Programming and other costs (refer note 42)
Entertainment tax
26.
15,088
28,884
694
80,075
14,795
139,536
Salary, bonus and allowance
Contribution to provident and other funds
Staff welfare
Recruitment and training expenses
9,368
584
84
139
10,175
For the
year ended
31 March 2014
8,204
525
81
106
8,916
Finance costs
For the
year ended
31 March 2015
Interest on:
-Debentures
-Term loans from banks
-Buyer’s credits from banks
-Others
Other borrowing costs
166
14,815
26,138
788
77,844
13,245
132,830
Employee benefits expenses
For the
year ended
31 March 2015
27.
For the
year ended
31 March 2014
1,237
5,145
1,866
7,192
2,101
17,541
For the
year ended
31 March 2014
2,290
3,460
5,407
2,118
13,275
28.
Other expenses
For the
year ended
31 March 2015
Electricity charges
Rent
Repairs and maintenance
- Plant and machinery
- Consumer premises equipments
- Building
- Others
Insurance
Rates and taxes
Legal and professional fees
Director’s sitting fees
Printing and stationary
Communication expenses
Travelling and conveyance
Service and hire charges
Advertisement and publicity expenses
Business promotion expenses
Customer support services
Commission
Freight, cartage and demurrage
Bad debts and balances written off
Loss on sale/discard of fixed assets
Loss on sale/discard of capital work-in-progress
Loss on sale of subsidiary
Miscellaneous expenses
29.
For the
year ended
31 March 2014
654
923
669
974
186
1,380
30
380
65
96
1,738
15
252
981
1,349
984
5,439
3,926
8,519
24,887
2
3
13
2,334
419
54,575
303
849
23
350
86
232
1,955
10
161
1,034
1,156
955
6,656
638
7,548
18,367
3
27
3,767
3
234
46,000
Prior period items
For the
year ended
31 March 2015
Reversal of revenue relating to previous years
Less: License fees on revenue relating to previous years
-
For the
year ended
31 March 2014
12,930
1,293
11,637
167
date.
lacs
31.Employee stock option plan (ESOP) 2007
At the Annual General Meeting held on 3 August 2007, the shareholders of the Company had approved
Employee Stock Option Plan, i.e., ESOP 2007 (“the Scheme”). The Scheme provided for issuance of 4,282,228
stock options (underlying fully paid equity share of Re.1 each) to the employees of the Group at the exercise
price which shall be equivalent to the market price determined as per the Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [‘SEBI
(ESOP) Guidelines, 1999’].
The options granted under the Scheme shall vest between one year to six years from the date of grant of
options with 20% vesting each year. Once the options vest as per the Scheme, they would be exercisable
by the grantee at any time within a period of four years from the date of vesting and the shares arising on
exercise of such options shall not be subject to any lock-in period.
The shareholders in their meeting held on 28 August 2008 approved the re-pricing of outstanding options
which were granted till that date and consequently the outstanding options were re-priced at ` 37.55 per
option, determined as per SEBI (ESOP) Guidelines, 1999.
However, in respect of options granted subsequent to 28 August 2008, the exercise price of the options has
been maintained as equivalent to the market price determined as per the SEBI (ESOP) Guidelines, 1999.
As stated above, the options are granted to the employees at an exercise price, being the latest market
price as per SEBI (ESOP) Guidelines, 1999. Further, since the Group follows intrinsic value method for
accounting of the above options, there is no charge in the Consolidated Statement of Profit and Loss.
The activity relating to the options granted and movements there in are set out below:
Particulars
Options outstanding at the beginning of the year
Add: Options granted
Less: Exercised
Less: Lapsed
168
For the
For the
year ended
year ended
31 March 2015 31 March 2014
(Nos.)
(Nos.)
1,323,940
12,84,290
207,500
380,650
616,820
69,590
73,880
271,410
840,740
1,323,940
Particulars
Lot 1
Date of grant
21 August 2007
Lot 2
24 April 2008
Lot 3
28 August 2008
Lot 4
28 May 2009
Lot 5
27 October 2009
Lot 6
26 October 2010
Lot 7
21 January 2011
Lot 8
20 July 2011
Lot 9
19 July 2012
Lot 10
23 May 2013
Lot 11
26 July 2013
Lot 12
27 May 2014
Lot 13
29 October 2014
Lot 14
20 March 2015
Remaining
contractual life
(year)
1.98
4,500
61,070
68,760
189,480
40,000
193,550
84,100
45,400
42,900
63,800
840,740
2.41
3.77
4.73
5.00
4.31
6.15
6.51
7.16
7.58
7.97
5.56#
Exercise price
(`)
37.55*
37.55*
47.65
57.90
58.95
93.20
68.00
57.10
52.90
55.80
79.35
61.32#
The following table summarizes information on the share options outstanding as of 31 March 2014
Particulars
Date of grant
Number of shares
remaining out of
options
66,620
Remaining
contractual life
(year)
2.52
Exercise price
(`)
Lot 1
21 August 2007
Lot 2
Lot 3
Lot 4
Lot 5
Lot 6
Lot 7
Lot 8
Lot 9
24 April 2008
28 August 2008
28 May 2009
27 October 2009
26 October 2010
21 January 2011
20 July 2011
19 July 2012
6,000
141,270
31,760
112,440
640,200
40,000
-
1.81
4.16
5.08
5.09
4.81
5.31
-
37.55*
47.65
41.45
57.90
58.95
93.20
-
Lot 10
23 May 2013
193,550
7.15
68.00
Lot 11
26 July 2013
Number of shares
remaining out of
options
47,180
37.55*
92,100
7.32
57.10
1,323,940
5.17#
58.29#
* re-priced as per Shareholders’ approval on 28 August 2008. Refer note above
# on a weighted average basis.
32.Disclosure pursuant to Accounting Standard 15 on “Employee Benefits”
Defined contribution plans
An amount of ` 530 lacs (previous year ` 476 lacs) and ` 2 lacs (previous year ` 4 lacs) for the year, have
been recognized as expenses in respect of the Group’s contributions to Provident Fund and Employee’s
169
State Insurance Fund respectively, deposited with the government authorities and have been included
under “Employee benefits expenses” in the Consolidated Statement of Profit and Loss.
Defined benefit plans
Gratuity is payable to all eligible employees of the Group on superannuation, death or permanent
disablement, in terms of the provisions of the Payment of Gratuity Act or as per the Group’s Scheme,
whichever is more beneficial.
The following table sets forth the status of the gratuity plan of the Group and the amounts recognised in
the Consolidated Balance Sheet and Consolidated Statement of Profit and Loss:
Particulars
Changes in present value of obligation
Present value of obligation as at the beginning of the year
Interest cost
Benefits paid
Actuarial (gain)/loss on obligation
Present value of obligation as at end of the year
Short term
Long term
Particulars
Expenses recognized in the Consolidated Statement of Profit and Loss
Interest cost on benefit obligation
Net actuarial (gain)/loss recognised in the year
Expenses recognised in the Consolidated Statement of Profit and Loss
Discount rate
Salary escalation rate (per annum)
Withdrawal rates
Age- Upto 30 years
31-44 years
Above 44 years
Mortality rate
170
For the
year ended
31 March 2014
936
75
231
(91)
(197)
954
525
429
954
For the
year ended
31 March 2015
832
67
220
(78)
(105)
936
27
909
936
For the
year ended
31 March 2014
231
75
(197)
109
220
67
(105)
182
The principal assumptions used in determining gratuity for the Group’s plans are shown below:
Particulars
For the
year ended
31 March 2015
As at
As at
31 March 2015 31 March 2014
7.75
8.00
10.00
10.00
13%
2%
1%
IALM (2006-08)
13%
2%
1%
IALM (2006-08)
Discount rate: The discount rate is estimated based on the prevailing market yields of Indian government
securities as at the balance sheet date for the estimated term of the obligation.
Salary escalation rate: The estimates of salary increases, considered in actuarial valuation, take account
of inflation, promotion and other relevant factors.
Experience adjustment:Particulars
Defined benefit obligation (DBO)
Plan assets
Net liability
Experience adjustment on DBOGain (Loss)
As at
31 March
2011
426
(426)
35
As at
31 March
2012
660
(660)
16
As at
31 March
2013
832
(832)
73
As at
31 March
2014
936
(936)
105
As at
31 March
2015
954
(954)
233
33.Segmental information
The Group is in the business of providing Direct to Home (‘DTH’) and teleport services primarily in India. As
the Group’s business activity primarily falls within a single business and geographical segment, disclosures
in terms of Accounting Standard 17 on “Segment Reporting” are not applicable.
34.Related party disclosures
a)
Related parties with whom the Group had transactions:
Key management personnel
Relative of key management
personnel
Enterprises over which key
management personnel/
their relatives have
significant influence
Mr. Gaurav Goel
Asia Today Limited
Churu Trading Company Private Limited
Cyquator Media Services Private Limited (referred to as Cyquator)
Diligent Media Corporation Limited/ Dakshin Media Gaming Solutions Private
Limited (Dakshin Media Gaming Solutions Private Limited merged with
Diligent Media Corporation Limited pursuant to a scheme of amalgamation)
Direct Media Distribution Ventures Private Limited
E-City Property Management & Services Private Limited
E-City Bioscope Entertainment Private Limited
Interactive Finance and Trading Services Private Limited.
PAN India Network Infravest Private Limited (formerly known as PAN India
Network Infravest Private Limited)
PAN India Network Limited
PAN India Paryatan Private Limited
Procall Private Limited
Siti Cable Network Limited
Satnet Private Limited.
Sprit Textiles Private Limited
ZEE Media Corporation Limited (formerly known as Zee News Limited)
171
b)
Transactions with related parties:
Particulars
172
(i) With key management personnel
Managerial remuneration#
(ii) Relative of key management personnel
Remuneration#
(iii) With other related parties:
(net of taxes)
Asia Today Limited
Purchase of goods and services
Cyquator
Satnet Private Limited
Purchase of fixed assets
Rent paid
Interest received
Cyquator
Reimbursement of expenses paid
E-City Bioscope Entertainment Pvt. Ltd.
Long-term loans and advances made
Cyquator
Short-term loans and advances made
For the year ended
31 March 2015
Total
Amount
amount
for major
parties
90
90
41
41
3,446
36,103
3
353
1,232
664
1,001
2,587
For the year ended
31 March 2014
Total
Amount for
amount
major
Parties
90
90
37
37
2,988
1,915
855
92
223
361
10,650
83
2,163
13,700
8,519
27
961
3
296
48
8
1,227
4
572
92
1
1,000
1,689
46,204
339
21
782
2,500
12,874
1,811
702
137
242
96
30,270
1,080
1,662
4,700
7,595
27
870
288
48
3
17
4
636
144
2
2,500
660
Particulars
Cyquator
Essel Corporate Resources Private
Limited
(& ` 7,730)
Refunds received against short-term
loans and advances
Cyquator
Refunds received against loans and
advances
Cyquator
For the year ended
31 March 2015
Total
Amount
amount
for major
parties
782
116
For the year ended
31 March 2014
Total
Amount for
amount
major
Parties
12,149
-
&
65
7,831
2,500
5,613
3,691
1,788
2,236
116
5,000
502
101
10
2,500
# S
ince an actuarial valuation is done for gratuity and leave encashment for the Company as a
whole, details of contribution in respect of each individual are not available for the computation of
remuneration
Balances at the year end:
c)
Particulars
With related parties:
Cyquator
Cyquator
Trade payables
Cyquator Media Services Private Limited
As at 31 March 2015
Total
Amount
amount
for major
parties
13,157
387
12,770
1,054
1,000
54
1,685
131
1,290
2
203
58
As at 31 March 2014
Total
Amount
amount
for major
parties
2,500
2,500
18,510
2,236
485
14,724
1,065
54
54
3,002
137
2,354
433
2
76
173
Particulars
Trade receivables
Asia Today Limited
Zee Media Corporation Limited
Maurya TV Private Limited
d)
As at 31 March 2015
Total
Amount
amount
for major
parties
1,304
18
233
725
215
55
58
As at 31 March 2014
Total
Amount
amount
for major
parties
1,334
98
603
440
138
55
-
Guarantees etc. given by related parties in respect of secured loans:
i)
As at 31 March 2015, personal guarantees by key managerial personal amounting to ` 30,000
lacs (previous year ` 30,000 lacs) and corporate guarantee by Sprit Textiles Private Limited
amounting to ` 30,000 lacs (previous year ` 30,000 lacs) by Churu Trading Company Private
Limited are outstanding as at the year end.
ii)
As at 31 March 2015, corporate guarantee by Direct Media Distribution Ventures Private Limited
amounting to ` 60,000 lacs (previous year ` 60,000 lacs) are outstanding at the year end.
iii) As at 31 March 2015, corporate guarantee by Zee Entertainment Enterprises Limited amounting
to ` nil (previous year ` 4,174 lacs) is outstanding as at the year end.
35.Leases
a)
Obligation on operating lease:
The Group’s significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder, etc.These leases are cancellable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure
of the lease generally is for 11 months to 69months. The details of lease rental charges in respect of
assets taken on operating leases are as under:
Particulars
Lease rental charges during the year (net of shared cost)
Sub-lease payment received (being shared cost)
b)
Assets given under operating lease:
The Group has leased out assets by way of operating lease.The gross book value of such assets, its
accumulated depreciation and depreciation for the year are as given below:
Particulars
Gross value of assets
Accumulated depreciation
Net block
Depreciation for the year
174
For the
For the
year ended
year ended
31 March 2015 31 March 2014
16,291
16,195
890
946
As at
As at
31 March 2015 31 March 2014
289,482
287,724
264,906
232,564
24,576
55,160
32,341
44,431
The lease rental income recognised during the year in respect of non-cancellable operating leases
and minimum obligations on long term non-cancellable operating lease receivable as per the rentals
stated in the agreements are as follows:
Particulars
Lease rental income recognised during the year
Particulars
Within one year
Later than one year and not later than five years
For the
For the
year ended
year ended
31 March 2015 31 March 2014
8,098
11,694
Total future
Total future
minimum
minimum
lease rentals
lease rentals
receivable as at receivable as at
31 March 2015 31 March 2014
@
6,904
5,946
@amount of ` 5,446 lacs has been transferred to Dish Infra on 1st Apr 15 refer note no.2 (c ) (vii)
36. a) The Company has been making payment of license fee to the Regulatory Authority considering
the present legal understanding. However, in view of the ongoing dispute, the Company has made
provision on a conservative basis considering the terms and conditions of the License given by the
Regulatory Authority
Provision for regulatory dues (including interest)
Particulars
Opening provision
Add: Created during the year
Less: Utilised during the year
Less: Impact of prior period item (refer note 30)
Closing provision
As at
As at
31 March 2015 31 March 2014
83,553
65,366
34,980
30,707
13,486
11,227
1,293
105,047
83,553
The outflow of economic benefits with regard to the disputed portion would be dependent on the
final decision by the Regulatory Authority. Presently, it has been considered under the ‘Short-term
provisions’.
b) The Company has filed Petition (205(C) of 2014) before the Hon’ble Telecom Disputes Settlement
& Appellate Tribunal (TDSAT) against Union of India challenging the propriety and legality of the
demand of ` 62,420 lacs including interest of ` 15,967 lacs raised by the Ministry of Information and
Broadcasting (MIB) by way of a demand letter dated 19 March 2014 towards alleged short payment
of license fee for the period 2003-2004 to 2012-2013. In the Demand Notice it has been alleged that
out of the total license fee payable on the gross revenue earned by the Company which amounts to
` 82,180 Lacs (including interest of ` 15,967 lacs), the Company has already made payment of ` 35,727
lacs and as such there is a short payment of ` 46,553 lacs. The TDSAT has granted a stay on the
operation of the aforementioned demand notice. The MIB has filed its reply to the present petition.
The matter came up for hearing before the TDSAT on 24 February 2015 along with similar matters
filed by other DTH operators. Upon hearing the parties, the TDSAT was pleased to adjourn the hearing
in all the matters till the time the appeals related to License Fee which are pending before Hon’ble
Supreme Court are finally decided by the Hon’ble Supreme Court. As an effect, hearing in the matters
have been adjourned till the pending appeals finally decide by the Hon’ble Supreme Court.
175
37.Earnings (loss) per share
Reconciliation of basic and diluted shares used in computing earnings (loss) per share
Particulars
For the
For the
year ended
year ended
31 March 2015 31 March 2014
Profit (Loss) for the year attributable to equity shareholders (in ` lacs)
314
(15,761)
1,065,060,463
1,064,886,254
for computing basic earnings per share
1,065,174,548
1,064,886,254
for computing diluted earnings per share
Nominal value per share (in `)
1
1
Basic earnings (loss) per share (in `)
0.03
(1.48)
Diluted earnings (loss) per share (in `)
0.03
(1.48)
38.Deferred tax assets
Components of deferred tax asset:
Particulars
Deferred tax assets on account of:
-Depreciation
-Unabsorbed depreciation and tax losses
-Provision for compensated absence and retirement benefit provision
-Demerger expenses as per section 35DD
-Provision for doubtful debts and advances
-Unrealised foreign exchange loss (gain)
Deferred tax assets
Recognised in the financial statements
For the
year ended
31 March 2015
For the
year ended
31 March 2014
37,752
13,435
522
2
(33)
51,678
-
29,684
27,219
501
4
26
(839)
56,595
-
In the absence of virtual certainty of realisation, deferred tax assets have not been recognized.
39. Foreign currency transactions
a)
In accordance with the Accounting Standard 11 (AS-11) and related notifications, the foreign currency
exchange loss of ` 4,192 lacs has been adjusted (previous year foreign currency exchange loss of `
16,541 lacs) in the value of fixed assets and the foreign currency exchange gain of ` 792 lacs (previous
year foreign currency exchange loss of ` 684 lacs) in the capital work in progress.
b)
i) 176
The Company has outstanding Derivative/forward contracts of US Dollars 338.52 lacs (previous
year US Dollar 11lacs) which will be settled at future date. These derivative contracts are for the
repayment of Buyers’ credit loans.
ii) Foreign currency transactions outstanding as on the balance sheet date that are not hedged by
derivative instruments or otherwise are as under:
(Amount in lacs)
Particulars
Balances with bank
Loans and advances given#
Receivables
Loans and borrowings#
Trade Payable
# includes interest accrued
@ USD 30,502
* USD 28,480
As at 31 March 2015
Amount in
Amount in
USD
`
440
27,570
@
20
44
2,764
1,210
75,762
233
14,609
As at 31 March 2014
Amount in
Amount in
USD
`
423
25,444
*
17
16
988
1,676
100,735
54
3,257
40. Contingent liabilities and commitments
a)
Contingent liabilities
Particulars
Claims against the Company not acknowledged as debt
Income-tax (refer note 40b)
Sales tax and Value Added tax
Customs duty
Service tax*
Wealth tax
Entertainment tax (refer note 40c)
Legal cases including from customers against the Company
As at
As at
31 March 2015 31 March 2014
489
483
225
102
2,053
1,772
795
795
7,195
5,721
2
2
1,828
1,339
Unascertained Unascertained
* Penalty not ascertainable.
During the year ended 31 March 2011, the Company received a demand notice for income tax and
interest thereon aggregating ` 4,056 lacs in relation to assessment year 2009-10. During the year
ended 31 March 2012, the assessing authority had reduced the demand to ` 2,642 lacs on the basis
of application for rectification filed by the Company. The Company deposited ` 730 lacs during the
previous years. The matter pertains to alleged short deduction of tax at source on certain payments
and interest thereon for delayed period. The Company had disputed the issue and has filed an appeal
against the above said demand with the tax authorities. The Company had also submitted with the tax
authorities the requisite supporting documents/clarification from vendors during the previous year.
b)
During the year, the appeal is partly allowed in favour of the Company and demand has been reduced
to ` 225 lacs. The Company has further filed an appeal before Income Tax Appellate Tribunal (ITAT)
on same matter of short deduction of tax at source. The Company, supported by legal view in the
matter, is of the view that outcome of the litigation will not have significant impact on the financial
statements.
c)
The Company has received notices in various States on applicability of Entertainment Tax, for which
no demands have been received. The Company has contested these notices at various Appellate
Forums/ Courts and the matter is subjudice.
d) The Company has a process whereby periodically all long term contracts (including derivative
contracts) are assessed for material foreseeable losses. At the year end, the company has reviewed
177
and ensured that adequate provision as required under the law / Accounting Standards for the material
foreseeable losses on such long term contract (including derivative contracts) has been made in the
books of accounts.
e)
The Company has earned Subscription income from overseas and is evaluating the related compliances
and adjustments, if any.
f)Commitments
Particulars
As at
As at
31 March 2015 31 March 2014
Estimated amount of contracts remaining to be executed on
26,309
17,810
capital account
41. Bank balances include:Particulars
Provided as security to Government authorities
Held as margin money for bank guarantees
As at
As at
31 March 2015 31 March 2014
20
15
2,634
1,588
42. During the financial year 2011-12, the Company migrated from the fixed fee agreement with ESPN Software
India Private Limited (ESPN) to the Reference Interconnect Offer (RIO) based agreement for its content fees.
Upon refusal by the ESPN to the said migration, the Company approached the Telecom Dispute Settlement
Appellate Tribunal (TDSAT). The TDSAT, vide its judgment dated 10 April 2012, allowed the Company to pay
the content fees to ESPN w.e.f. 1 September 2011 on the basis of RIO rates published by ESPN and also
allowed the Company a refund of any amount representing the difference between the amount paid by the
Company as per the fixed fee agreement and the amount payable under the RIO rates w.e.f. 1 September
2011. ESPN filed a Special Leave Petition before the Hon’ble Supreme Court. The Hon’ble Supreme Court,
vide its order dated 17 July 2012 refused to grant interim stay on the order of the Hon’ble TDSAT. The said
appeal is still pending before the Hon’ble Supreme Court.
Further, during the previous year, a petition was filed by the Company against ESPN in TDSAT against the
public notices dated 5 November 2012 and 12 November 2012 issued by them for disconnection of their
channels from Dish TV DTH platform. TDSAT vide its order dated 23 November 2012 granted an interim
stay on the operation of the said notices and subsequently, vide judgment dated 25 April 2014 has held that
the manner of distribution of channels by Dish TV was as per the regulations. It has directed the parties to
conduct a reconciliation in terms of the said judgment. ESPN filed an appeal before the Hon’ble Supreme
Court. Vide order dated 09 May 2014, no stay against Dish TV was granted by the Hon’ble Supreme Court.
The said appeal is still pending before the Hon’ble Supreme Court.
date.
178
lacs.
44. Auditors’ remuneration
Particulars
For the
year ended
31 March 2015
As auditors
-Statutory audit
-Limited review of quarterly results
-Certifications
In other capacity
-Others
Reimbursement of expenses
Total
For the
year ended
31 March 2014
34
19
8
39
15
10
39
8
108
20
5
89
45. During the year the Company has issued debentures as per below details
Date of Issue
Maturity date
Number of debenture issued
Face value per debenture
Coupon rate
Repayment term
Nature of security given
1 October 2014
30 September 2017
200 number
` 10,000,000
12.40 % per annum
Repayable on maturity
First ranking pari passu charge on all present and future
tangible i.e. movable and current assets of the Company
46. Details of receipt and utilisation of non-convertible debenture proceeds as below:
Particulars
Gross proceeds received from the issue of Debentures
Amount utilised till year end
Unutilised amount at year end
As at
As at
31 March 2015 31 March 2014
20,000
10,000
10,000
-
The balance unutilised amount has been invested in certificate of deposits with SICOM Limited (a financial
institution).
47. Additional information pursuant to schedule III of Companies Act 2013.
Name of the Company
Indian subsidiary
Dish Infra Services Pvt. Ltd.
Elimination
Total
Foreign subsidiary
Dish T V Lanka (Pvt.) Ltd
Elimination
Total
Net assets i.e. total assets
minus total liabilities
Amount
As a % of
consolidated
net assets
12,444
(200)
12,644
(40)
(795)
(2,969)
2,173
(7)
Share in profit or (loss)
Amount
753
(0)
753
(423)
(250)
(173)
As a % of
consolidated
net profit/ (loss)
(240)
(55)
Profit or loss attributable to “minority interest” and to owners of the parent in the statement of profit and
loss shall be presented as allocation for the period.
179
Particulars
Profit / (loss) for the year
Profit / (loss) attributable to owner of the Company
Profit / (loss) attributable minority interests
Total
For the
For the
year ended
year ended
31 March 2015 31 March 2014
(15,761)
314
314
(15,761)
314
(15,761)
48. Figures of the previous year have been regrouped / rearranged, wherever considered necessary to conform
to the current year’s presentation.
As per our report attached to the balance sheet
per David Jones
Partner
Jawahar Lal Goel
Managing Director
DIN: 00076462
B. D. Narang
Director
DIN: 00038052
Rajeev K. Dalmia
Ranjit Singh
Company Secretary
Place: Noida
Dated: 26 May 2015
180
Place: Noida
Dated: 26 May 2015

Corporate Office: FC-19, Sector-16A, Noida, U.P. - 201 301,
Tel No.: 0120-2467000/2467005, Fax No.: 0120-4357078
Website: www.dishtv.in, E-mail: [email protected]
CIN: L51909DL1988PLC101836
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN
Name of the Company
Registered Office
:
:
:
L51909DL1988PLC101836
Essel House B-10, Lawrence Road Industrial Area, Delhi – 110 035
Name of the member(s)
Registered address
E-mail Id
Folio No./Client ID No.*
DP ID No.*
*Applicable for Shareholders holding shares in Electronic Form
I/We, being the Member(s) of …………. shares of the Dish TV India Limited, hereby appoint
1. Name: ________________________________ E-mail Id: ______________________________
Address: ______________________________
Signature:__________________ or failing him
2. Name: ________________________________ E-mail Id: ______________________________
Address: ______________________________
Signature:__________________ or failing him
3. Name: ________________________________ E-mail Id: ______________________________
Address: ______________________________
Signature:______________________________
as my/our Proxy to attend and vote (on a Poll) for me/us and on my/our behalf at the 27th Annual General Meeting of the Company, to be held on
Tuesday, the 29th day of September 2015 at 11:30 A.M. at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2. A.P.S Colony, Delhi
Cantt, New Delhi-110 010 and at any adjournment(s) thereof in respect of such Resolutions as are indicated below.
*I wish my above Proxy to vote in the manner as indicated in the box below:
S. No.
Resolution
Ordinary Business
1
Adoption of the Audited Financial Statements – on a Standalone and Consolidated basis, for the
Financial Year ended 31 March, 2015
2
To appoint Director in place of Mr. Ashok Kurien who retires by rotation and being eligible, offers
himself for re-appointment
3
To ratify the appointment of Auditors of the Company, and to fix their remuneration.
Special Business
4
Appointment of Dr. Rashmi Aggarwal as an Independent Director of the Company.
5
Re - Appointment of Mr. Jawahar Lal Goel as the Managing Director of the Company
6
Revision in terms of Appointment including remuneration of Mr. Gaurav Goel, Executive Vice
President-Business Development and Strategy
7
Adoption of newly substituted Articles of Association of the Company containing regulations
in line with the Companies Act, 2013
For
Vote
Against
Abstain
* This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or ‘Against’
or ‘Abstain’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

Signed this_____day of________2015
_____________________
Signature of Shareholder
________________________
Signature of Proxy holder(s)
Notes:
(1)
This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less
than 48 hours before the commencement of the Meeting.
(2) A Proxy need not be a Member of the Company.
(3)In the case of Joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of
the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members. The
signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
(4)A person can act as Proxy on behalf of members not exceeding fifty and holding in aggregate not more than 10% of the share capital of the
Company carrying voting rights. A member holding more than 10% of total share capital of the Company carrying voting rights may appoint
a single person as Proxy and such person shall not act as Proxy for any other person or shareholder.
(5) For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of 27th Annual General Meeting.

Corporate Office: FC-19, Sector-16A, Noida, U.P. - 201 301,
Tel No.: 0120-2467000/2467005, Fax No.: 0120-4357078
Website: www.dishtv.in, E-mail: [email protected]
CIN: L51909DL1988PLC101836
ATTENDANCE SLIP
27th ANNUAL GENERAL MEETING
Venue of the Meeting
:
Date and Time
Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya
No. 2, A.P.S. Colony, Delhi Cantt, New Delhi - 110 010
: Tuesday, September 29, 2015 at 11:30 AM
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Name and Address of Equity Shareholder
(In Block Letters)
Name and Address of the Proxy
(In Block Letters)
Reg. Folio No.
Client ID No.*
DP ID No.*
No. of Shares
*Applicable for shareholders holding shares in Electronic form

I/We hereby record my/our presence at the 27th Annual General Meeting of the Company, convened on Tuesday,
the 29th Day of September, 2015 at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, A.P.S.
Colony, Delhi Cantt, New Delhi - 110 010
______________________________________
Signature of the Equity Shareholder/Proxy
Route Map to the Venue of the 27th Annual General Meeting of Dish TV India Limited
Dr. Sarvepalli Radhakrishnan Auditorium,
Kendriya Vidyalaya No. 2, A.P.S. Colony, Delhi Cantt, New Delhi – 110 010
CONNAUGHT PLACE
NARAINA
MOTIBAGH
FLYOVER
KIRBY
PLACE
JAIL
ROAD
AIIMS
DHAULA
KUAN
MOTIBAGH
only from Dr. S.R.K.V.S
Auditorium to
Dhaula Kuan
(ONE WAY)
SUBROTO
PARK
AIRPORT
METRO
IIT
VASANT VIHAR
SUBWAY
METRO PILLAR
No. 205
DR.
S.R.K.V.S.
AUDITORIUM
KV No. 2
DELHI
CANTT.
VARUNA NAVAL
OFFICERS MESS
APS COLONY
UNDERPASS
DWARKA
MAHIPAL
PUR
TERMINAL 3
DOMESTIC AIRPORT
Nearest Landmark: Kendriya Vidyalaya No. 2, Delhi Cantt, New Delhi - 110 010

KEY MANAGERIAL PERSONNEL AUDITORS BANKERS

Transcription

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